exhibit_4-2.htm


    


    
      

      

    

    Exhibit
4.2

     

     

    


     

     

    Form
of Indenture

     

    NOVA
MEASURING INSTRUMENTS LTD.

    ISSUER

     

     

    and

     

     

    [____________________]

    INDENTURE
TRUSTEE

     

    INDENTURE

     

    Dated as
of ________, _____

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    
      	 
      	 
      
	
              ARTICLE I
             DEFINITIONS AND INCORPORATION BY
      REFERENCE

            	
              1 

            
	 
      	 
      
	
              Section 1.01
      Definitions

            	
              1 

            
	
              Section 1.02 Other
      Definitions

            	
              4 

            
	
              Section 1.03 Incorporation by
      Reference of Trust Indenture Act

            	
              4 

            
	
              Section 1.04 Rules of
      Construction

            	
              5 

            
	 
      	 
      
	
              ARTICLE II
             THE
    SECURITIES

            	
              5 

            
	 
      	 
      
	
              Section 2.01 Issuable in
      Series

            	
              5 

            
	
              Section 2.02 Establishment of
      Terms of Series of Securities

            	
              5 

            
	
              Section 2.03 Execution and
      Authentication

            	
              7 

            
	
              Section 2.04 Registrar and Paying
      Agent

            	
              7 

            
	
              Section 2.05 Paying Agent to Hold
      Money in Trust

            	
              8 

            
	
              Section 2.06 Holder
      Lists

            	
              8 

            
	
              Section 2.07 Transfer and
      Exchange

            	
              8 

            
	
              Section 2.08 Mutilated,
      Destroyed, Lost and Stolen Securities

            	
              8 

            
	
              Section 2.09 Outstanding
      Securities

            	
              9 

            
	
              Section 2.10 Treasury
      Securities

            	
              9 

            
	
              Section 2.11 Temporary
      Securities

            	
              9 

            
	
              Section 2.12
      Cancellation

            	
              9 

            
	
              Section 2.13 Defaulted
      Interest

            	
              9 

            
	
              Section 2.14 Global
      Securities

            	
              10 

            
	
              Section 2.15 CUSIP
      Numbers

            	
              11 

            
	 
      	 
      
	
              ARTICLE III
             REDEMPTION

            	
              11 

            
	 
      	 
      
	
              Section 3.01 Notice to
      Trustee

            	
              11 

            
	
              Section 3.02 Selection of
      Securities to be Redeemed

            	
              11 

            
	
              Section 3.03 Notice of
      Redemption

            	
              11 

            
	
              Section 3.04 Effect of Notice of
      Redemption

            	
              12 

            
	
              Section 3.05 Deposit of
      Redemption Price

            	
              12 

            
	
              Section 3.06 Securities Redeemed
      in Part

            	
              12 

            
	 
      	 
      
	
              ARTICLE IV
             COVENANTS

            	
              12 

            
	 
      	 
      
	
              Section 4.01 Payment of Principal
      and Interest

            	
              12 

            
	
              Section 4.02 SEC
      Reports

            	
              12 

            
	
              Section 4.03 Compliance
      Certificate

            	
              12 

            
	
              Section 4.04 Stay, Extension and
      Usury Laws

            	
              13 

            
	 
      	 
      
	
              ARTICLE V
             SUCCESSORS

            	
              13 

            
	 
      	 
      
	
              Section 5.01 When Company May
      Merge, Etc

            	
              13 

            
	
              Section 5.02 Successor
      Corporation Substituted

            	
              13 

            


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    TABLE
OF CONTENTS

    (continued)

     

    
      	
              ARTICLE VI
             DEFAULTS AND
      REMEDIES

            	
              13 

            
	 
      	 
      
	
              Section 6.01 Events of
    Default

            	
              13 

            
	
              Section 6.02 Acceleration of Maturity; Rescission
      and Annulment

            	
              14 

            
	
              Section 6.03 Collection of Indebtedness and Suits
      for Enforcement by Trustee

            	
              15 

            
	
              Section 6.04 Trustee May File Proofs of
      Claim

            	
              15 

            
	
              Section 6.05 Trustee May Enforce Claims Without
      Possession of Securities

            	
              16 

            
	
              Section 6.06 Application of Money
      Collected

            	
              16 

            
	
              Section 6.07 Limitation on
      Suits

            	
              16 

            
	
              Section 6.08 Unconditional Right of Holders to
      Receive Principal and Interest

            	
              17 

            
	
              Section 6.09 Restoration of Rights and
      Remedies

            	
              17 

            
	
              Section 6.10 Rights and Remedies
      Cumulative

            	
              17 

            
	
              Section 6.11 Delay or Omission Not
      Waiver

            	
              17 

            
	
              Section 6.12 Control by
    Holders

            	
              17 

            
	
              Section 6.13 Waiver of Past
      Defaults

            	
              17 

            
	
              Section 6.14 Undertaking for
      Costs

            	
              18 

            
	 
      	 
      
	
              ARTICLE VII
             TRUSTEE

            	
              18 

            
	 
      	 
      
	
              Section 7.01 Duties of
    Trustee

            	
              18 

            
	
              Section 7.02 Rights of
    Trustee

            	
              19 

            
	
              Section 7.03 Individual Rights of
      Trustee

            	
              20 

            
	
              Section 7.04 Trustee's
      Disclaimer

            	
              20 

            
	
              Section 7.05 Notice of
    Defaults

            	
              20 

            
	
              Section 7.06 Reports by Trustee to
      Holders

            	
              20 

            
	
              Section 7.07 Compensation and
      Indemnity

            	
              20 

            
	
              Section 7.08 Replacement of
      Trustee

            	
              21 

            
	
              Section 7.09 Successor Trustee by Merger,
      etc

            	
              21 

            
	
              Section 7.10 Eligibility;
      Disqualification

            	
              21 

            
	
              Section 7.11 Preferential Collection of Claims
      Against Company

            	
              21 

            
	 
      	 
      
	
              ARTICLE VIII
             SATISFACTION AND DISCHARGE;
      DEFEASANCE

            	
              22 

            
	 
      	 
      
	
              Section 8.01 Satisfaction and Discharge of
      Indenture

            	
              22 

            
	
              Section 8.02 Application of Trust Funds;
      Indemnification

            	
              22 

            
	
              Section 8.03 Legal Defeasance of Securities of any
      Series

            	
              23 

            
	
              Section 8.04 Covenant
      Defeasance

            	
              24 

            
	
              Section 8.05 Repayment to
      Company

            	
              25 

            
	
              Section 8.06 Reinstatement

            	
              25 

            
	 
      	 
      
	
              ARTICLE IX
             AMENDMENTS AND
      WAIVERS

            	
              25 

            
	 
      	 
      
	
              Section 9.01 Without Consent of
      Holders

            	
              25 

            
	
              Section 9.02 With Consent of
      Holders

            	
              26 

            
	
              Section 9.03 Limitations

            	
              26 

            
	
              Section 9.04 Compliance with Trust Indenture
      Act

            	
              27 

            
	
              Section 9.05 Revocation and Effect of
      Consents

            	
              27 

            
	
              Section 9.06 Notation on or Exchange of
      Securities

            	
              27 

            
	
              Section 9.07 Trustee
    Protected

            	
              27 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

    (continued)

     

     

    
      	 ARTICLE X
            
    MISCELLANEOUS	 
	 	 
	
              Section 10.01 Trust Indenture Act
      Controls

            	
              27 

            
	
              Section 10.02 Notices

            	
              27 

            
	
              Section 10.03 Communication by
      Holders with Other Holders

            	
              28 

            
	
              Section 10.04 Certificate and
      Opinion as to Conditions Precedent

            	
              28 

            
	
              Section 10.05 Statements Required
      in Certificate or Opinion

            	
              28 

            
	
              Section 10.06 Rules by Trustee
      and Agents

            	
              28 

            
	
              Section 10.07 Legal
      Holidays

            	
              29 

            
	
              Section 10.08 No Recourse Against
      Others

            	
              29 

            
	
              Section 10.09
      Counterparts

            	
              29 

            
	
              Section 10.10 Governing
      Laws

            	
              29 

            
	
              Section 10.11 No Adverse
      Interpretation of Other Agreements

            	
              29 

            
	
              Section 10.12
      Successors

            	
              29 

            
	
              Section 10.13
      Severability

            	
              29 

            
	
              Section 10.14 Table of Contents,
      Headings, Etc

            	
              29 

            
	
              Section 10.15 Securities in a
      Foreign Currency

            	
              29 

            
	
              Section 10.16 Judgment
      Currency

            	
              30 

            
	 
      	 
      
	
              ARTICLE XI
             SINKING
    FUNDS

            	
              30 

            
	 
      	 
      
	
              Section 11.01 Applicability of
      Article

            	
              30 

            
	
              Section 11.02 Satisfaction of
      Sinking Fund Payments with Securities

            	
              30 

            
	
              Section 11.03 Redemption of
      Securities for Sinking Fund

            	
              31 

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOVA
MEASURING INSTRUMENTS LTD.

    Reconciliation
and tie between Trust Indenture Act of 1939 and

    Indenture,
dated as of_______, ____

     

     

    


     

    
      	
              Section
      310

            	
              (a)(1) 

            	
              7.10 

            
	 
      	
              (a)(2) 

            	
              7.10 

            
	 
      	
              (a)(3) 

            	
              NOT
      APPLICABLE

            
	 
      	
              (a)(4) 

            	
              NOT
      APPLICABLE

            
	 
      	
              (a)(5) 

            	
              7.10 

            
	 
      	
              (b) 

            	
              7.10 

            
	
              Section
      311

            	
              (a) 

            	
              7.11 

            
	 
      	
              (b) 

            	
              7.11 

            
	 
      	
              (c) 

            	
              NOT
      APPLICABLE

            
	
              Section
      312

            	
              (a) 

            	
              2.06 

            
	 
      	
              (b) 

            	
              10.03 

            
	 
      	
              (c) 

            	
              10.03 

            
	
              Section
      313

            	
              (a) 

            	
              7.06 

            
	 
      	
              (b)(1) 

            	
              7.06 

            
	 
      	
              (b)(2) 

            	
              7.06 

            
	 
      	
              (c)(1) 

            	
              7.06 

            
	 
      	
              (d) 

            	
              7.06 

            
	
              Section
      314

            	
              (a) 

            	
              4.02,10.05 

            
	 
      	
              (b) 

            	
              NOT
      APPLICABLE

            
	 
      	
              (c)(1) 

            	
              10.04 

            
	 
      	
              (c)(2) 

            	
              10.04 

            
	 
      	
              (c)(3) 

            	
              NOT
      APPLICABLE

            
	 
      	
              (d) 

            	
              NOT
      APPLICABLE

            
	 
      	
              (e) 

            	
              10.05 

            
	 
      	
              (f) 

            	
              NOT
      APPLICABLE

            
	
              Section
      315

            	
              (a) 

            	
              7.01 

            
	 
      	
              (b) 

            	
              7.05 

            
	 
      	
              (c) 

            	
              7.01 

            
	 
      	
              (d) 

            	
              7.01 

            
	 
      	
              (e) 

            	
              6.14 

            
	
              Section
      316

            	
              (a) 

            	
              2.09 

            
	 
      	
              (a)(1)(a) 

            	
              6.12 

            
	 
      	
              (a)(1)(b) 

            	
              6.13 

            
	 
      	
              (b) 

            	
              6.08 

            
	
              Section
      317

            	
              (a)(1) 

            	
              6.03 

            
	 
      	
              (a)(2) 

            	
              6.04 

            
	 
      	
              (b) 

            	
              2.05 

            
	
              Section
      318

            	
              (a) 

            	
              10.01 

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

            Indenture
dated as of_______, ____ between Nova Measuring Instruments Ltd., an Israeli
company (“Company”),
and _______, a _______ corporation, as trustee (“Trustee”).

     

            Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Securities issued under this
Indenture.

     

     

    ARTICLE I

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

     

            Section 1.01
Definitions.

     

            “Additional Amounts” means any
additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes imposed on Holders specified herein or therein and which are
owing to such Holders.

     

            “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” (including, with correlative
meanings, the terms “controlled by” and “under common control with”), as used
with respect to any person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such person, whether through the ownership of voting securities or by agreement
or otherwise.

     

            “Agent” means any Registrar,
Paying Agent or Service Agent.

     

            “Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Security
or beneficial interest therein, the rules and procedures of DTC or any successor
Depositary, in each case to the extent applicable to such transaction and as in
effect from time to time.

     

            “Authorized Newspaper” means a
newspaper in an official language of the country of publication customarily
published at least once a day for at least five days in each calendar week and
of general circulation in the place in connection with which the term is used.
If it shall be impractical in the opinion of the Trustee to make any publication
of any notice required hereby in an Authorized Newspaper, any publication or
other notice in lieu thereof that is made or given by the Trustee shall
constitute a sufficient publication of such notice.

     

            “Bearer” means anyone in
possession from time to time of a Bearer Security.

     

            “Bearer Security” means any
Security, including any interest coupon appertaining thereto, that does not
provide for the identification of the Holder thereof.

     

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

     

            “Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been adopted by the Board of Directors or pursuant to
authorization by the Board of Directors and to be in full force and effect on
the date of the certificate and delivered to the Trustee.

     

            “Business Day” means, unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental
indenture hereto for a particular Series, any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to
close.

     

            “Capital Interests” means any
and all shares, interests, participations, rights or other equivalents (however
designated) of capital stock, including, without limitation, with respect to
partnerships, partnership interests (whether general
or limited) and any other interest or participation that confers on a person the
right to receive a share of the profits and losses of, or distributions of
assets of, such partnership.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

            “Company” means the party
named as such above until a successor replaces it and thereafter means the
successor.

     

            “Company Order” means a
written order signed in the name of the Company by two Officers, one of whom
must be the Company’s principal executive officer, principal financial officer
or principal accounting officer.

     

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

     

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

     

            “Default” means any event
which is, or after notice or passage of time or both would be, an Event of
Default.

     

            “Depository” means, with
respect to the Securities of any Series issuable or issued in whole or part in
the form of one or more Global Securities, the person designated as Depositary
for such Series by the Company, which Depository shall be a clearing agency
registered under the Exchange Act; and if at any time there is more than one
such person, “Depository” as used with respect to the Securities of any Series
shall mean the Depository with respect to the Securities of such
Series.

     

            “Discount Security” means any
Security that provides for an amount less than the stated principal amount
thereof to be due and payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.02.

     

            “Dollars” and “$” means the currency of The
United States of America.

     

            “DTC” means the Depository
Trust Company, a New York corporation.

     

            “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

     

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

     

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

     

            “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession.

     

            “Global Security” or “Global Securities” means a
Security or Securities, as the case may be, in the form established pursuant to
Section 2.02 evidencing all or part of a Series of Securities, issued to the
Depository for such Series or its nominee, and registered in the name of such
Depository or nominee.

     

            “Holder” means a person in
whose name a Security is registered or the holder of a Bearer
Security.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

            “Indenture” means this
Indenture as amended or supplemented from time to time and shall include the
form and terms of particular Series of Securities established as contemplated
hereunder.

     

            “interest” with respect to any
Discount Security which by its terms bears interest only after Maturity means
interest payable after Maturity.

     

            “Maturity,” when used with
respect to any Security or installment of principal thereof, means the date on
which the principal of such Security or such 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.

     

            “Officer” means the Chief
Executive Officer, Chief Financial Officer, any Vice-President, the Treasurer,
the Secretary, any Assistant Treasurer or any Assistant Secretary of the
Company.

     

            “Officers’ Certificate” means
a certificate signed by two Officers, one of whom must be the Company’s
principal executive officer, principal financial officer or principal accounting
officer.

     

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

     

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

     

            “Principal” of a Security
means the principal of the Security plus, when appropriate, the premium, if any,
on, and any Additional Amounts in respect of, the Security.

     

            “Responsible Officer” means
any officer of the Trustee in its Corporate Trust Office with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject.

     

            “SEC” means the Securities and
Exchange Commission.

     

            “Securities” means the
debentures, notes or other debt instruments of the Company of any Series
authenticated and delivered under this Indenture.

     

            “Series” or “Series of Securities” means
each series of debentures, notes or other debt instruments of the Company
created pursuant to Sections 2.01 and 2.02 hereof.

     

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

     

            “Subsidiary” means, with
respect to any person, any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof or, in the case of a
partnership, more than 50% of the partners’ Capital Interests (considering all
partners’ Capital Interests as a single class), is at the time owned or
controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of such person or combination thereof.

     

            “TIA” means the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the
date of this Indenture and the rules and regulations promulgated thereunder;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “TIA” means, to the extent required by any such amendment, the
Trust Indenture Act as so amended.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

            “Trustee” means the person
named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean each person who is then a
Trustee hereunder, and if at any time there is more than one such person,
“Trustee” as used with respect to the Securities of any Series shall mean the
Trustee with respect to Securities of that Series.

     

            “U.S. Government Obligations”
means securities which are (i) direct obligations of The United States of
America for the payment of which its full faith and credit is pledged or (ii)
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of The United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by The United
States of America, and which are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation evidenced by such depository receipt.

     

            Section 1.02 Other
Definitions.

     

    
      	 
      	
              TERM

            	
               

              DEFINED
      IN

              SECTION

            
	 	 	 
	 
      	
              "Bankruptcy
      Law"

            	
              6.01 

            
	 
      	
              "Custodian"

            	
              6.01 

            
	 
      	
              "Event
      of Default"

            	
              6.01 

            
	 
      	
              "Judgment
      Currency"

            	
              10.16 

            
	 
      	
              "Legal
      Holiday"

            	
              10.07 

            
	 
      	
              "mandatory
      sinking fund payment"

            	
              11.01 

            
	 
      	
              "Market
      Exchange Rate"

            	
              10.15 

            
	 
      	
              "New
      York Banking Day"

            	
              10.16 

            
	 
      	
              "optional
      sinking fund payment"

            	
              11.01 

            
	 
      	
              "Paying
      Agent"

            	
              2.04 

            
	 
      	
              "Registrar"

            	
              2.04 

            
	 
      	
              "Required
      Currency"

            	
              10.16 

            
	 
      	
              "Service
      Agent"

            	
              2.04 

            
	 
      	
              "successor
      person"

            	
              5.01 

            


    

    


            Section 1.03 Incorporation by
Reference of Trust Indenture Act.

     

            Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

     

            “Commission” means the
SEC.

     

            “indenture securities” means
the Securities.

     

            “indenture security holder”
means a Holder.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

            “indenture to be qualified”
means this Indenture.

     

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

     

            “obligor” on the indenture
securities means the Company and any successor obligor upon the
Securities.

     

            All
other terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.

     

            Section 1.04 Rules of
Construction.

     

            Unless
the context otherwise requires:

     

    
      
        	
                        (a)

              	
                 a
      term has the meaning assigned to
it;

              


      

    

     

    
      
        	
                        (b)

              	
                 an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting
  principles;

              


      

    

     

    
      
        	
                        (c)

              	
                 references
      to “generally accepted accounting principles” and “GAAP” shall mean
      generally accepted accounting principles in effect as of the time when and
      for the period as to which such accounting principles are to be
      applied;

              


      

    

     

    
      
        	
                        (d)
      

              	
                 “or”
      is not exclusive;

              


      

    

     

    
      
        	
                        (e)

              	
                 words
      in the singular include the plural, and in the plural include the
      singular; and

              


      

    

     

    
      
        	
                        (f)

              	
                 provisions
      apply to successive events and
transactions.

              


      

    

     

    ARTICLE II

    THE
SECURITIES

     

            Section 2.01 Issuable in Series.
The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth or determined in the manner provided in a Board Resolution,
supplemental indenture or Officers’ Certificate detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution. In the
case of Securities of a Series to be issued from time to time, the Board
Resolution, Officers’ Certificate or supplemental indenture detailing the
adoption of the terms thereof pursuant to authority granted under a Board
Resolution may provide for the method by which specified terms (such as interest
rate, maturity date, record date or date from which interest shall accrue) are
to be determined. Securities may differ between Series in respect of any
matters, provided that all Series of Securities shall be equally and ratably
entitled to the benefits of the Indenture.

     

            Section 2.02 Establishment of Terms
of Series of Securities. At or prior to the issuance of any Securities
within a Series, the following shall be established (as to the Series generally,
in the case of Subsection 2.02(a) and either as to such Securities within the
Series or as to the Series generally in the case of Subsections 2.02(b) through
2.02(s) by or pursuant to a Board Resolution, and set forth or determined in the
manner provided in a Board Resolution, supplemental indenture or an Officers’
Certificate:

     

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

     

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

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

            (c)
any limit upon the aggregate principal amount of the Securities of the Series
which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the Series pursuant to Section
2.07, 2.08, 2.11, 3.06 or 9.06);

     

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

     

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

     

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

     

            (g)
if applicable, the period or periods within which, the price or prices at which
and the terms and conditions upon which the Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;

     

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

     

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

     

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

     

            (k)
if other than the principal amount thereof, the portion of the principal amount
of the Securities of the Series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.02;

     

            (l)
the currency of denomination of the Securities of the Series, which may be
Dollars or any Foreign Currency, and the agency or organization, if any,
responsible for overseeing such composite currency;

     

            (m)
the provisions, if any, relating to any security provided for the Securities of
the Series;

     

            (n)
any addition to or change in the Events of Default which applies to any
Securities of the Series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 6.02;

     

            (o)
any addition to or change in the covenants set forth in Articles IV or V which
applies to Securities of the Series;

     

            (p)
the provisions, if any, relating to conversion of any Securities of such Series,
including, if applicable, the securities into which the Securities are
convertible, the conversion price, the conversion period, provisions as to
whether conversion will be mandatory, at the option of the Holders or at the
option of the Company, the events requiring an adjustment of the conversion
price and provisions affecting conversion if such Series of Securities are
redeemed;

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

            (q)
whether the Securities of such Series will be senior debt securities or
subordinated debt securities and, if applicable, a description of the
subordination terms thereof;

     

            (r)
any depositaries, 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

     

            (s)
any other terms of the Securities of the Series (which may modify or delete any
provision of this Indenture insofar as it applies to such Series).

     

            All
Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture hereto
or Officers’ Certificate referred to above, and, unless otherwise provided in
such Board Resolution, a Series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such Series and
issuances of additional Securities of such Series.

     

            Section 2.03 Execution and
Authentication. Two Officers shall sign the Securities for the Company by
manual or facsimile signature. If an Officer whose signature is on a Security no
longer holds that office at the time the Security is authenticated, the Security
shall nevertheless be valid. A Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture. The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate. The aggregate principal amount of
Securities of any Series outstanding at any time may not exceed any limit upon
the maximum principal amount for such Series set forth in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate delivered pursuant to
Section 2.02, except as provided in Section 2.02 or 2.08. Prior to the issuance
of Securities of any Series, the Trustee shall have received and (subject to
Section 7.02) shall be fully protected in relying on: (a) the Board Resolution,
supplemental indenture hereto or Officers’ Certificate establishing the form of
the Securities of that Series or of Securities within that Series and the terms
of the Securities of that Series or of Securities within that Series, (b) an
Officers’ Certificate complying with Section 10.04 and (c) an Opinion of Counsel
complying with Section 10.04. The Trustee shall have the right to decline to
authenticate and deliver any Securities of such Series: (a) if the Trustee,
being advised by counsel, determines that such action may not be taken lawfully;
or (b) if the Trustee’s by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
determine in good faith that such action would expose the Trustee to personal
liability to Holders of any then outstanding Series of Securities. The Trustee
may appoint an authenticating agent acceptable to the Company to authenticate
Securities. An authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the
Company.

     

            Section 2.04 Registrar and Paying
Agent. The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series
pursuant to Section 2.02, an office or agency where Securities of such Series
may be presented or surrendered for payment (“Paying Agent”), where Securities
of such Series may be surrendered for registration of transfer or exchange
(“Registrar”) and where notices and demands to or upon the Company in respect of
the Securities of such Series and this Indenture may be served (“Service
Agent”). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt
written notice to the Trustee of the name and address, and any change in the
name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
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 co-registrars, additional paying agents or additional service agents 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
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.02 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 name or address of any
such co-registrar, additional paying agent or additional service agent. The term
“Registrar” includes any co-registrar; the term “Paying Agent” includes any
additional paying agent; and the term “Service Agent” includes any additional
service agent. The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

            Section 2.05 Paying Agent to Hold
Money in Trust. The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent will hold in trust, for
the benefit of Holders of any Series of Securities, or the Trustee, all money
held by the Paying Agent for the payment of principal of or interest on the
Series of Securities, and will notify the Trustee of any default by the Company
in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary of the Company) shall have no further liability for the
money. If the Company or a Subsidiary of the Company acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of Holders of
any Series of Securities all money held by it as Paying Agent.

     

            Section 2.06 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 and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
ten (10) days before each 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 2.07 Transfer and Exchange.
Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar’s request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or
9.06). Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in
part.

     

            Section 2.08 Mutilated, Destroyed,
Lost and Stolen Securities.

     

            (a)
If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding. If
there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a protected purchaser,
the Company shall execute and upon its request the Trustee shall authenticate
and make available for delivery, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

            (b)
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 2.09 Outstanding Securities.
The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding. If a Security is replaced pursuant
to Section 2.08, it ceases to be outstanding until the Trustee receives proof
satisfactory to it that the replaced Security is held by a protected purchaser.
If the Paying Agent (other than the Company, a Subsidiary of the Company or an
Affiliate of the Company) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue. A Security does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security. 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, the principal amount of a Discount Security that shall be
deemed to be outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the Maturity thereof pursuant to Section
6.02.

     

            Section 2.10 Treasury Securities.
In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Securities of a Series
that the Trustee knows are so owned shall be so disregarded.

     

            Section 2.11 Temporary Securities.
Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a Company
Order. Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee upon request shall authenticate definitive Securities of the same
Series and date of maturity in exchange for temporary Securities. Until so
exchanged, temporary securities shall have the same rights under this Indenture
as the definitive Securities.

     

            Section 2.12 Cancellation. The
Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Securities surrendered for registration of transfer,
exchange, payment, replacement or cancellation in accordance with its customary
procedures and deliver such canceled Securities to the Company, unless the
Company otherwise directs; provided that the Trustee shall not be required to
destroy Securities. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for
cancellation.

     

            Section 2.13 Defaulted Interest.
If the Company defaults in a payment of interest on a Series of
Securities, it shall pay the defaulted interest, plus, to the extent permitted
by law, any interest payable on the defaulted interest, to the persons who are
Holders of the Series on a subsequent special record date. The Company shall fix
the record date and payment date. At least ten (10) days before the record date,
the Company shall mail to the Trustee and to each Holder of the Series a notice
that states the record date, the payment date and the amount of interest to be
paid. The Company may pay defaulted interest in any other lawful
manner.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

            Section 2.14 Global
Securities

     

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

     

            (b)
Transfer and Exchange. Notwithstanding any provisions to the contrary contained
in Section 2.07 of the Indenture and in addition thereto, any Global Security
shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities
registered in the names of Holders other than the Depository for such Security
or its nominee only if (i) such Depository notifies the Company that it is
unwilling or unable to continue as Depository for such Global Security or if at
any time such Depository ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depository registered as a clearing agency under the Exchange Act within 90 days
of such event, (ii) the Company executes and delivers to the Trustee an
Officers’ Certificate to the effect that such Global Security shall be so
exchangeable or (iii) an Event of Default with respect to the Securities
represented by such Global Security shall have happened and be continuing. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as the Depository shall
direct in writing in an aggregate principal amount equal to the principal amount
of the Global Security with like tenor and terms.

     

            (c)
Except as provided in this Section 2.14(c), a Global Security may not be
transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a nominee of such Depository to
such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

     

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

     

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

     

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

     

            (g)
Payments. Notwithstanding the other provisions of this Indenture, unless
otherwise specified as contemplated by Section 2.02, payment of the principal of
and interest, if any, on any Global Security shall be made to the Holder
thereof.

     

            (h)
Consents, Declaration and Directions. Except as provided in Section 2.14(g), the
Company, the Trustee and any Agent shall treat a person as the Holder of such
principal amount of outstanding Securities of such Series represented by a
Global Security as shall be specified in a written statement of the Depository
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.

     

            (i)
The Depository or its nominee, as registered owner of a Global Security, shall
be the Holder of such Global Security for all purposes under the Indenture and
the Securities, and owners of beneficial interests in a Global Security shall
hold such interests pursuant to the Applicable Procedures. Accordingly, any such
owner’s beneficial interest in a Global Security will be shown only on, and the
transfer of such interest shall be effected only through, records maintained by
the Depositary or its nominee and such owners of beneficial interests in a
Global Security will not be considered the owners or holders
thereof.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

            Section 2.15 CUSIP Numbers.
The Company in issuing the Securities may use “CUSIP” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other elements of
identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in “CUSIP” numbers of which the
Company becomes aware.

     

    ARTICLE III

    REDEMPTION

     

            Section 3.01 Notice to Trustee.
The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities. If a
Series of Securities is redeemable and the Company wants or is obligated to
redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the redemption date and the principal amount of Series of Securities to be
redeemed.

     

            Section 3.02 Selection of Securities
to be Redeemed. Unless otherwise indicated for a particular Series by a
Board Resolution, a supplemental indenture or an Officers’ Certificate, if less
than all the Securities of a Series are to be redeemed, the Trustee shall select
the Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of
them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.02(j), the minimum principal denomination for each Series
and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

     

            Section 3.03 Notice of
Redemption.

     

            (a)
Unless otherwise indicated for a particular Series by Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail a notice
of redemption by first-class mail to each Holder whose Securities are to be
redeemed and, if any Bearer Securities are outstanding, publish on one occasion
a notice in an Authorized Newspaper. The notice shall identify the Securities of
the Series to be redeemed and shall state:

     

    
      	 
      	
                      (i)
      the redemption date;

            


    

     

    
      	 
      	
                      (ii)
      the redemption price;

            


    

     

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

            


    

     

    
      	 
      	
                      (iv)
      that Securities of the Series called for redemption must be surrendered to
      the Paying Agent to collect the redemption
  price;

            


    

     

    
      	 
      	
                      (v)
      that interest on Securities of the Series called for redemption ceases to
      accrue on and after the redemption
date;

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    
      	 
      	
                      (vi)
      the CUSIP number, if any; and

            


    

     

    
      	 
      	
                      (vii)
      any other information as may be required by the terms of the particular
      Series or the Securities of a Series being
  redeemed.

            


    

    


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

     

            Section 3.04 Effect of Notice of
Redemption. Once notice of redemption is mailed or published as provided
in Section 3.03, Securities of a Series called for redemption become due and
payable on the redemption date and at the redemption price. A notice of
redemption may not be conditional. Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price plus accrued interest to the
redemption date; provided 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 at the close of
business on the relevant record date therefor according to their terms and the
terms of this Indenture.

     

            Section 3.05 Deposit of Redemption
Price. On or before 10:00 a.m., New York City time, on the redemption
date, the Company shall deposit with the Paying Agent money sufficient to pay
the redemption price of and accrued interest, if any, on all Securities to be
redeemed on that date.

     

            Section 3.06 Securities Redeemed in
Part. Upon surrender of a Security that is redeemed in part, the Trustee
shall authenticate for the Holder a new Security of the same Series and the same
maturity equal in principal amount to the unredeemed portion of the Security
surrendered.

     

    ARTICLE IV

    COVENANTS

     

            Section 4.01 Payment of Principal and
Interest. The Company covenants and agrees for the benefit of the Holders
of each Series of Securities that it will duly and punctually pay the principal
of and interest, if any, on the Securities of that Series in accordance with the
terms of such Securities and this Indenture.

     

            Section 4.02 SEC Reports. The
Company shall, so long as any of the Securities are outstanding, electronically
file with the Commission the annual, quarterly and other periodic reports that
the Company is required to file (or would be otherwise required to file) with
the Commission pursuant to Sections 13 and 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).
Delivery of any reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officers’ Certificate).

     

            Section 4.03 Compliance Certificate.
The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers’ Certificate stating whether or not to the knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions hereof (without regard to any period
of grace or requirement of notice provided hereunder), and if a Default or Event
of Default shall have occurred, specifying all such Defaults or Events of
Default and the nature and status thereof of which they may have knowledge. The
Company shall, so long as any of the Securities are outstanding, deliver to the
Trustee, within thirty (30) days after becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect
thereto.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

            Section 4.04 Stay, Extension and
Usury Laws. The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture or the Securities and the Company
(to the extent it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law has been enacted.

     

    ARTICLE V

    SUCCESSORS

     

            Section 5.01 When Company May Merge,
Etc. The Company shall not consolidate with or merge with or into, or
convey, transfer or lease all or substantially all of its properties and assets
to, any person (a “successor person”) unless:

     

            (a)
the Company is the surviving corporation or the successor person (if other than
the Company) is organized and validly existing under the laws of the State of
Israel or any U.S. domestic jurisdiction and expressly assumes the Company’s
obligations on the Securities and under this Indenture; and

     

            (b)
immediately after giving effect to the transaction, no Default or Event of
Default shall have occurred and be continuing.

     

            The
Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and any supplemental indenture
comply with this Indenture.

     

            Section 5.02 Successor Corporation
Substituted. Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01, the successor corporation formed by
such consolidation or into or with which the Company is merged or to which such
sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the
Securities.

     

    ARTICLE VI

    DEFAULTS
AND REMEDIES

     

            Section 6.01 Events of
Default.

     

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

     

            (a)
default in the payment of any interest on any Security of that Series when it
becomes due and payable, and continuance of such default for a period of 30 days
(unless the entire amount of such payment is deposited by the Company with the
Trustee or with a Paying Agent prior to the expiration of such period of 30
days); or

     

            (b)
default in the payment of principal of any Security of that Series at its
Maturity; or

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

            (c)
default in the performance or breach of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty for which the consequences
of nonperformance or breach are addressed elsewhere in this Section 6.01 and
other than a covenant or warranty that has been included in this Indenture
solely for the benefit of Series of Securities other than that Series), which
default continues uncured 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 not less than a majority 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

     

            (d)
the Company pursuant to or within the meaning of any Bankruptcy
Law:

     

    
      	 
      	
                      (i)
      commences a voluntary case or
proceeding;

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      	 
      	
                      (v)
      makes an admission by writing that it is generally unable to pay its debts
      as the same become due; or

            


    

     

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

     

    
      	 
      	
                      (i)
      is for relief against the Company in an involuntary
  case,

            


    

     

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

            


    

     

    
      	 
      	
                      (iii)
      orders the liquidation of the Company, and the order or decree remains
      unstayed and in effect for 90 days;
or

            


    

     

            (f)
any other Event of Default provided with respect to Securities of that Series,
which is specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate, in accordance with Section 2.02(n).

     

            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.

     

            Section 6.02 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
(other than an Event of Default referred to in Section 6.1(d) or (e)), then in
every such case the Trustee or the Holders of not less than a majority in
principal amount of the outstanding Securities of that Series may declare the
principal amount (or, if any Securities of that Series are Discount Securities,
such portion of the principal amount as may be specified in the terms of such
Securities) of and accrued and unpaid interest, if any, on 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 amount) and accrued and unpaid interest, if
any, shall become immediately due and payable. If an Event of Default specified
in Section 6.1(d) or (e) shall occur, the principal amount (or specified amount)
of and accrued and unpaid interest, if any, on all outstanding Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder. At any time after such a
declaration of acceleration with respect to 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 all Events of Default with respect to Securities of that Series,
other than the non-payment of the principal and interest, if any, of Securities
of that Series which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.13. No such rescission shall
affect any subsequent Default or impair any right consequent
thereon.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

            Section 6.03 Collection of
Indebtedness and Suits for Enforcement by Trustee.

     

            The
Company covenants that if:

     

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

     

            (b)
default is made in the payment of principal of any Security at the Maturity
thereof,

     

            then
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and any
overdue interest at the rate or rates prescribed therefor in such Securities
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel.

     

            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 deemed 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 any 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 6.04 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 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, (a) to file and
prove a claim for the whole amount of principal 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 (b) 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 7.07. 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.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

            Section 6.05 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 6.06 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 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 7.07;
and

     

            Second:
To the payment of the amounts then due and unpaid for principal of and interest
on the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and interest,
respectively; and

     

            Third:
To the Company.

     

            Section 6.07 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:

     

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

     

            (b)
the Holders of at least a majority 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;

     

            (c)
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;

     

            (d)
the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and

     

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

     

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

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

            Section 6.08 Unconditional Right of
Holders to Receive Principal 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
interest, if any, on such Security on the Stated Maturity or Stated Maturities
expressed in such Security (or, in the case of redemption, on the redemption
date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such
Holder.

     

            Section 6.09 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 6.10 Rights and Remedies
Cumulative. Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in Section 2.08,
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, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate
right or remedy.

     

            Section 6.11 Delay or Omission Not
Waiver. No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

     

            Section 6.12 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:

     

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

     

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

     

            (c)
subject to the provisions of Section 6.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer of the Trustee, determine that the proceeding so directed
would involve the Trustee in personal liability.

     

            Section 6.13 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 (i) in the payment of the
principal of or interest on any Security of such Series (provided, however, that
the Holders of a majority in principal amount of the outstanding Securities of
any Series may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration) or (ii) in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each outstanding Security of such Series affected.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

            Section 6.14 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,
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 interest on
any Security on or after the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption
date).

     

    ARTICLE VII

    TRUSTEE

     

            Section 7.01 Duties of
Trustee.

     

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

     

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

     

    
      	 
      	
                      (i)
      The Trustee need perform only those duties that are specifically set forth
      in this Indenture and no others.

            


    

     

    
      	 
      	
                      (ii)
      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 Officers’ Certificates or Opinions of
      Counsel furnished to the Trustee and conforming to the requirements of
      this Indenture; however, in the case of any such Officers’ Certificates or
      Opinions of Counsel which by any provisions hereof are specifically
      required to be furnished to the Trustee, the Trustee shall examine such
      Officers’ Certificates and Opinions of Counsel to determine whether or not
      they conform to the requirements of this
  Indenture.

            


    

     

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

     

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

            


    

     

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

            


    

     

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

            


    

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

            (d)
Every provision of this Indenture that in any way relates to the Trustee is
subject to paragraph (a), (b) and (c) of this Section.

     

            (e)
The Trustee may refuse to perform any duty or exercise any right or power at the
request or direction of any Holder unless it receives indemnity satisfactory to
it against any loss, liability or expense.

     

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

     

            (g)
No provision of this Indenture shall require the Trustee to risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties, 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 is not reasonably assured to it.

     

            (h)
The Paying Agent, the Registrar and any Service Agent or authenticating agent
shall be entitled to the protections, immunities and standard of care as are set
forth in paragraphs (a), (b) and (c) of this Section with respect to the
Trustee.

     

            Section 7.02 Rights of
Trustee.

     

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

     

            (b)
Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Officers’ Certificate.

     

            (c)
The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care. No Depository
shall be deemed an agent of the Trustee, and the Trustee shall not be
responsible for any act or omission by any Depository.

     

            (d)
The Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers,
provided that the Trustee’s conduct does not constitute negligence or bad
faith.

     

            (e)
The Trustee may consult with counsel, and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder without
negligence and in good faith and in reliance thereon.

     

            (f)
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
of Securities 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.

     

            (g)
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.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

            (h)
The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities generally or the Securities of a particular
Series and this Indenture.

     

            (i)
The permissive rights of the Trustee enumerated herein shall not be construed as
duties.

     

            Section 7.03 Individual Rights of
Trustee. The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee is also subject
to Sections 7.10 and 7.11.

     

            Section 7.04 Trustee’s Disclaimer.
The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company’s
use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its authentication.

     

            Section 7.05 Notice of Defaults.
If a Default or Event of Default occurs and is continuing with respect to
the Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Holder of the Securities of that Series
and, if any Bearer Securities are outstanding, publish on one occasion in an
Authorized Newspaper, notice of a Default or Event of Default within 90 days
after it occurs or, if later, after a Responsible Officer of the Trustee has
knowledge of such Default or Event of Default. Except in the case of a Default
or Event of Default in payment of principal of or interest on any Security of
any Series, the Trustee may withhold the notice if and so long as its corporate
trust committee or a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Holders of that
Series.

     

            Section 7.06 Reports by Trustee to
Holders. Within 60 days after May 15 in each year, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear on the
register kept by the Registrar and, if any Bearer Securities are outstanding,
publish in an Authorized Newspaper, a brief report dated as of such May 15, in
accordance with, and to the extent required under, TIA Section 313. A copy of
each report at the time of its mailing to Holders of any Series shall be filed
with the SEC and each stock exchange on which the Securities of that Series are
listed. The Company shall promptly notify the Trustee when Securities of any
Series are listed on any stock exchange.

     

            Section 7.07 Compensation and
Indemnity. The Company shall pay to the Trustee from time to time
compensation for its services as the Company and the Trustee shall from time to
time agree upon in writing. The Trustee’s compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee’s agents and counsel. The Company shall indemnify each
of the Trustee and any predecessor Trustee (including the cost of defending
itself) against any loss, liability or expense, including taxes (other than
taxes based upon, measured by or determined by the income of the Trustee)
incurred by it except as set forth in this Section 7.07 in the performance of
its duties under this Indenture as Trustee or Agent. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have one separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld. This
indemnification shall apply to officers, directors, employees, shareholders and
agents of the Trustee. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or by any officer,
director, employee, shareholder or agent of the Trustee through the negligence
or bad faith of any such persons. To secure the Company’s payment obligations in
this Section, the Trustee shall have a lien prior to the Securities of any
Series on all money or property held or collected by the Trustee, except that
held in trust to pay principal of and interest on particular Securities of that
Series. When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(d) or (e) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law. The provisions of this Section shall
survive the resignation or removal of the Trustee and the termination of this
Indenture.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

            Section 7.08 Replacement of Trustee.
A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section. The Trustee may resign with respect to
the Securities of one or more Series by so notifying the Company at least 30
days prior to the date of the proposed resignation. The Holders of a majority in
principal amount of the Securities of any Series may remove the Trustee with
respect to that Series by so notifying the Trustee and the Company. The Company
may remove the Trustee with respect to Securities of one or more Series
if:

     

            (a)
the Trustee fails to comply with Section 7.10;

     

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

     

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

     

            (d)
the Trustee becomes incapable of acting.

     

            If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

     

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

     

            A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee subject to the lien provided for in Section 7.07, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee with respect
to each Series of Securities for which it is acting as Trustee under this
Indenture. A successor Trustee shall mail a notice of its succession to each
Holder of each such Series and, if any Bearer Securities are outstanding,
publish such notice on one occasion in an Authorized Newspaper. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 hereof shall continue for the benefit of the
retiring Trustee with respect to expenses and liabilities incurred by it prior
to the date of such replacement.

     

            Section 7.09 Successor Trustee by
Merger, etc. If the Trustee consolidates with, merges or converts into,
or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor Trustee.

     

            Section 7.10 Eligibility;
Disqualification. This Indenture shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee
shall comply with TIA Section 310(b).

     

            Section 7.11 Preferential Collection
of Claims Against Company. The Trustee is subject to TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b). A Trustee who
has resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


     

    ARTICLE
VIII

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

            Section 8.01 Satisfaction and
Discharge of Indenture.

     

            This
Indenture shall upon Company Order cease to be of further effect (except as
hereinafter provided in this Section 8.01), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

     

            (a)
any of the following shall have occurred:

     

    
      	 
      	
                      (i)
      no Securities have been issued
hereunder;

            


    

     

    
      	 
      	
                      (ii)
      all Securities theretofore authenticated and delivered (other than
      Securities that have been destroyed, lost or stolen and that have been
      replaced or paid) have been delivered to the Trustee for cancellation;
      or

            


    

     

    
      	 
      	
                      (iii)
      all such Securities not theretofore delivered to the Trustee for
      cancellation (1) have become due and payable, or (2) will become due and
      payable at their Stated Maturity within one year, or (3) are to be called
      for redemption within one year under arrangements satisfactory to the
      Trustee for the giving of notice of redemption by the Trustee in the name,
      and at the expense, of the Company;

            


    

     

            and
the Company has irrevocably deposited or caused to be deposited with the Trustee
as trust funds in trust an amount sufficient for the purpose of paying and
discharging the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and interest to the date of such
deposit (in the case of Securities which have become due and payable on or prior
to the date of such deposit) or to the Stated Maturity or redemption date, as
the case may be;

     

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

     

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

     

            Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.07 and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections
2.04 , 2.05 , 2.07, 2.08, 8.01, 8.02 and
8.05 shall survive.

     

            Section 8.02 Application of Trust
Funds; Indemnification.

     

            (a)
Subject to the provisions of Section 8.05, all money deposited with the Trustee
pursuant to Section 8.01, all money and U.S. Government Obligations or Foreign
Government Obligations deposited with the Trustee pursuant to Section 8.03 or
8.04 and all money received by the Trustee in respect of U.S. Government
Obligations or Foreign Government Obligations deposited with the Trustee
pursuant to Section 8.03 or 8.04, shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (other than the Company
acting as its own Paying Agent) as the Trustee may determine, to the persons
entitled thereto, of the principal and interest for whose payment such money has
been deposited with or received by the Trustee or analogous payments as
contemplated by Sections 8.03 or 8.04.

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

            (b)
The Company shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04 or
the interest and principal received in respect of such obligations other than
any payable by or on behalf of Holders.

     

            (c)
The Trustee shall deliver or pay to the Company from time to time upon Company
Request any U.S. Government Obligations or Foreign Government Obligations or
money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such U.S. Government Obligations or Foreign Government
Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations or Foreign
Government Obligations held under this Indenture.

     

            Section 8.03 Legal Defeasance of
Securities of any Series. Unless this Section 8.03 is otherwise
specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any
Series, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the outstanding Securities of any Series on the 91st day
after the date of the deposit referred to in subparagraph (d) hereof, and the
provisions of this Indenture, as it relates to such outstanding Securities of
such Series, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall, at Company Request, execute proper instruments acknowledging
the same), except as to:

     

            (a)
the rights of Holders of Securities of such Series to receive, from the trust
funds described in subparagraph (d) hereof, (i) payment of the principal of and
each installment of principal of and interest on the outstanding Securities of
such Series on the Stated Maturity of such principal or installment of principal
or interest, and (ii) the benefit of any mandatory sinking fund payments
applicable to the Securities of such Series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the
Securities of such Series; and

     

            (b)
the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05;
and

     

            (c)
the rights, powers, trust and immunities of the Trustee hereunder;

     

            provided
that, the following conditions shall have been satisfied:

     

            (d)
with reference to this Section 8.03, the Company shall have deposited or caused
to be irrevocably deposited (except as provided in Section 8.02(c)) with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated solely to the
benefit of the Holders of such Securities (i) in the case of Securities of such
Series denominated in Dollars, cash in Dollars and/or U.S. Government
Obligations, or (ii) in the case of Securities of such Series denominated in a
Foreign Currency (other than a composite currency), money and/or Foreign
Government Obligations, which through the payment of interest and principal in
respect thereof in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee), not
later than one day before the due date of any payment of money, an amount in
cash, sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and interest, if
any, on and any mandatory sinking fund payments in respect of all the Securities
of such Series on the dates such installments of interest or principal and such
sinking fund payments are due;

     

            (e)
such deposit will not result in a breach or violation of, or constitute a
default under, this Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound;

     

            (f)
no Default or Event of Default with respect to the Securities of such Series
shall have occurred and be continuing on the date of such deposit or during the
period ending on the 91st day after such date;

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

            (g)
the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel to the effect that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (ii)
since the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
Securities of such Series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred;

     

            (h)
the Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of the Securities of such Series over any other creditors of the Company
or with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company;

     

            (i)
the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to the defeasance contemplated by this Section have been complied with;
and

     

            (j)
such defeasance shall not result in the trust arising from such deposit
constituting an investment company within the meaning of the Investment Company
Act of 1940, as amended, unless such trust shall be registered under such Act or
exempt from registration thereunder.

     

            Section 8.04 Covenant Defeasance.
Unless this Section 8.04 is otherwise specified, pursuant to Section
2.02(s), to be inapplicable to Securities of any Series, on and after the 91st
day after the date of the deposit referred to in subparagraph (a) hereof, the
Company may omit to comply with respect to the Securities of any Series with any
term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as
well as any additional covenants specified in a supplemental indenture for such
Series of Securities or a Board Resolution or an Officers’ Certificate delivered
pursuant to Section 2.02 (and the failure to comply with any such covenants
shall not constitute a Default or Event of Default with respect to such Series
under Section 6.01) and the occurrence of any event specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.02 and designated as an Event of
Default shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such Series, provided that the following conditions
shall have been satisfied:

     

            (a)
with reference to this Section 8.04, the Company has deposited or caused to be
irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee
as trust funds in trust for the purpose of making the following payments
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities (i) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or
(ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations,
which through the payment of interest and principal in respect thereof in
accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before
the due date of any payment of money, an amount in cash, sufficient, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and interest, if
any, on and any mandatory sinking fund payments in respect of the Securities of
such Series on the dates such installments of interest or principal and such
sinking fund payments are due;

     

            (b)
such deposit will not result in a breach or violation of, or constitute a
default under, this Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound;

     

            (c)
no Default or Event of Default with respect to the Securities of such Series
shall have occurred and be continuing on the date of such deposit or during the
period ending on the 91st day after such date;

     

            (d)
the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that Holders of the Securities of such Series will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit and
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such deposit and covenant defeasance had not occurred;

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

            (e)
the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the covenant defeasance contemplated by this Section have been
complied with; and

     

            (f)
Such defeasance shall not result in the trust arising from such deposit
constituting an investment company within the meaning of the Investment Company
Act of 1940, as amended, unless such trust shall be registered under such Act or
exempt from registration thereunder.

     

            Section 8.05 Repayment to Company.
The Trustee and the Paying Agent shall pay to the Company upon written
request any money held by them for the payment of principal and interest that
remains unclaimed for two years, and after such time, Holders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

     

            Section 8.06 Reinstatement. If
the Trustee or the Paying Agent is unable to apply any money deposited with
respect to Securities of any series in accordance with Section 8.01 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the obligations of the Company under this Indenture with respect to
the Securities of such series and under the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money in accordance with Section 8.01; provided, however, that if the
Company has made any payment of principal of, premium (if any) or interest on
any Additional Amounts with respect to any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or the Paying Agent.

     

    ARTICLE IX

    AMENDMENTS
AND WAIVERS

     

            Section 9.01 Without Consent of
Holders. The Company and the Trustee may amend or supplement this
Indenture or the Securities of one or more Series without the consent of any
Holder:

     

            (a)
to evidence the succession of another person to the Company under this Indenture
and the Securities and the assumption by any such successor person of the
obligations of the Company hereunder and under the Securities;

     

            (b)
to add or remove 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 for the benefit of such series) or to surrender any right or
power herein conferred upon the Company provided such action does not adversely
affect the interests of the Company;

     

            (c)
to add any additional Events of Default;

     

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

     

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

     

            (f)
to establish the forms or terms of the Securities of any series issued pursuant
to the terms hereof;

     

            (g)
to cure any ambiguity or correct any inconsistency in this
Indenture;

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

            (h)
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;

     

            (i)
to qualify this Indenture under the Trust Indenture Act;

     

            (j)
to provide for uncertificated securities in addition to certificated
securities;

     

            (k)
to supplement any provisions of this Indenture necessary to permit or facilitate
the defeasance and discharge of any series of Securities, provided that such
action does not adversely affect the interests of the Holders of Securities of
such series or any other series; and

     

            (l)
to comply with the rules or regulations of any securities exchange or automated
quotation system on which any of the Securities may be listed or
traded.

     

            Section 9.02 With Consent of Holders.
The Company and the Trustee may enter into a supplemental indenture with
the written consent of the Holders of at least a majority in principal amount of
the outstanding Securities of each Series affected by such supplemental
indenture (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such Series), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of each such Series. Except as provided in Section
6.13, the Holders of at least a majority in principal amount of the outstanding
Securities of any Series by notice to the Trustee (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such
Series) may waive compliance by the Company with any provision of this Indenture
or the Securities with respect to such Series. It shall not be necessary for the
consent of the Holders of Securities under this Section 9.02 to approve the
particular form of any proposed supplemental indenture or waiver, but it shall
be sufficient if such consent approves the substance thereof. After a
supplemental indenture or waiver under this section becomes effective, the
Company shall mail to the Holders of Securities affected thereby and, if any
Bearer Securities affected thereby are outstanding, publish on one occasion in
an Authorized Newspaper, a notice briefly describing the supplemental indenture
or waiver. Any failure by the Company to mail or publish such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture or waiver.

     

            Section 9.03 Limitations.
Without the consent of each Holder affected, an amendment or waiver may
not:

     

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

     

            (b)
reduce the rate of or extend the time for payment of interest (including default
interest) on any Security;

     

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

     

            (d)
reduce the principal amount of Discount Securities payable upon acceleration of
the maturity thereof;

     

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

     

            (f)
make the principal of or interest, if any, on any Security payable in any
currency other than that stated in the Security;

     

            (g)
make any change in Sections 6.08, 6.13, or 9.03; or

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

            (h)
waive a redemption payment with respect to any Security.

     

            Section 9.04 Compliance with Trust
Indenture Act. Every amendment to this Indenture or the Securities of one
or more Series shall be set forth in a supplemental indenture hereto that
complies with the TIA as then in effect.

     

            Section 9.05 Revocation and Effect of
Consents. Until an amendment is set forth in a supplemental indenture or
a waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives the notice of revocation before
the date of the supplemental indenture or the date the waiver becomes effective.
Any amendment or waiver once effective shall bind every Holder of each Series
affected by such amendment or waiver unless it is of the type described in any
of clauses (a) through (h) of Section 9.03. In that case, the amendment or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security.

     

            Section 9.06 Notation on or Exchange
of Securities. The Trustee may place an appropriate notation about an
amendment or waiver on any Security of any Series thereafter authenticated. The
Company in exchange for Securities of that Series may issue and the Trustee
shall authenticate upon request new Securities of that Series that reflect the
amendment or waiver.

     

            Section 9.07 Trustee Protected.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
in addition to the documents required by Section 10.04, and (subject to Section
7.01) 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. The Trustee shall sign all supplemental indentures, except that
the Trustee need not sign any supplemental indenture that adversely affects its
rights.

     

    ARTICLE X

    MISCELLANEOUS

     

            Section 10.01 Trust Indenture Act
Controls. If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required or deemed to be included in
this Indenture by the TIA, such required or deemed provision shall
control.

     

            Section 10.02
Notices.

     

            (a)
Any notice or communication by the Company or the Trustee to the other, or by a
Holder to the Company or the Trustee, is duly given if in writing and delivered
in person or mailed by first-class mail or sent by telecopier transmission
addressed as follows:

     

           if
to the Company:

     

    
      	 	
              Nova
      Measuring Instruments Ltd.

            
	 	
              Weizmann
      Science Park

            
	 	
              Building
      22, 2nd Floor

            
	 	
              Ness-Ziona
      76100

            
	 	
              Israel

            
	 	
              Attention:
      Chief Financial Officer

            
	 	
              Fax:  +972-8-940-7776

            


    

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

     

            if
to the Trustee:

     

            [           ]

     

            (b)
The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications. Any notice or
communication to a Holder shall be mailed by first-class mail to his address
shown on the register kept by the Registrar and, if any Bearer Securities are
outstanding, published in an Authorized Newspaper. Failure to mail a notice or
communication to a Holder of any Series or any defect in it shall not affect its
sufficiency with respect to other Holders of that or any other Series. If a
notice or communication is mailed or published in the manner provided above,
within the time prescribed, it is duly given, whether or not the Holder receives
it. If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

     

            (c)
Any notice or demand that by any provision of this Indenture is required or
permitted to be given or served by the Company may, at the Company’s written
request received by the Trustee not fewer than five (5) Business Days prior (or
such shorter period of time as may be acceptable to the Trustee) to the date on
which such notice must be given or served, be given or served by the Trustee in
the name of and at the expense of the Company.

     

            Section 10.03 Communication by
Holders with Other Holders. Holders of any Series may communicate
pursuant to TIA 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 all Series. The Company, the Trustee, the Registrar and anyone
else shall have the protection of TIA Section 312(c).

     

            Section 10.04 Certificate and Opinion
as to Conditions Precedent. Upon any request or application by the
Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:

     

            (a)
an Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     

            (b)
an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

     

            Section 10.05 Statements Required in
Certificate or Opinion. Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other
than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with
the provisions of TIA Section 314(e) and shall include:

     

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

     

            (b)
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;

     

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

     

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

     

            Section 10.06 Rules by Trustee and
Agents. The Trustee may make reasonable rules for action by or a meeting
of Holders of one or more Series. Any Agent may make reasonable rules and set
reasonable requirements for its functions.

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

            Section 10.07 Legal Holidays.
Unless otherwise provided by Board Resolution, Officers’ Certificate or
supplemental indenture hereto for a particular Series, a “Legal Holiday” is any
day that is not a Business Day. If a payment date is a Legal Holiday at a place
of payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening
period.

     

            Section 10.08 No Recourse Against
Others. A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

     

            Section 10.09 Counterparts.
This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

     

            Section 10.10 Governing Laws.
This Indenture and the Securities will be governed by, and construed in
accordance with, the internal laws of the State of New York, without regard to
conflict of law principles that would result in the application of any law other
than the laws of the State of New York.

     

            Section 10.11 No Adverse
Interpretation of Other Agreements. This Indenture may not be used to
interpret another indenture, loan or debt agreement of the Company or a
Subsidiary of the Company. Any such indenture, loan or debt agreement may not be
used to interpret this Indenture.

     

            Section 10.12 Successors. All
agreements of the Company in this Indenture and the Securities shall bind its
successor. All agreements of the Trustee in this Indenture shall bind its
successor.

     

            Section 10.13 Severability. In
case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.

     

            Section 10.14 Table of Contents,
Headings, Etc. The Table of Contents, Cross-Reference Table, and headings
of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall
in no way modify or restrict any of the terms or provisions
hereof.

     

            Section 10.15 Securities in a Foreign
Currency. Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate delivered pursuant to
Section 2.02 of this Indenture with respect to a particular Series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all Series or all Series affected by a particular action at the
time outstanding and, at such time, there are outstanding Securities of any
Series which are denominated in a coin or currency other than Dollars, then the
principal amount of Securities of such Series which shall be deemed to be
outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate at
such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean
the noon Dollar buying rate in New York City for cable transfers of that
currency as published by the Federal Reserve Bank of New York. If such Market
Exchange Rate is not available for any reason with respect to such currency, the
Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in The City of New
York or in the country of issue of the currency in question or such other
quotations as the Trustee, upon consultation with the Company, shall deem
appropriate. The provisions of this paragraph shall apply in determining the
equivalent principal amount in respect of Securities of a Series denominated in
currency other than Dollars in connection with any action taken by Holders of
Securities pursuant to the terms of this Indenture. All decisions and
determinations of the Trustee regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in
its sole discretion and shall, in the absence of manifest error, to the extent
permitted by law, be conclusive for all purposes and irrevocably binding upon
the Company and all Holders.

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

     

            Section 10.16 Judgment Currency.
The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to
close.

     

    ARTICLE XI

    SINKING
FUNDS

     

            Section 11.01 Applicability of
Article. The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of a Series, except as
otherwise permitted or required by any form of Security of such Series issued
pursuant to this Indenture. The minimum amount of any sinking fund payment
provided for by the terms of the Securities of any Series is herein referred to
as a “ mandatory sinking fund
payment” and any other amount provided for by the terms of Securities of
such 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 11.02. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of such
Series.

     

            Section 11.02 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 to be made pursuant to the terms of such Securities (1) deliver
outstanding Securities of such Series to which such sinking fund payment is
applicable (other than any of such Securities previously called for mandatory
sinking fund redemption) and (2) apply as credit Securities of such Series to
which such sinking fund payment is applicable and which have been repurchased by
the Company or redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking
fund) or through the application of permitted optional sinking fund payments or
other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall
be received by the Trustee, together with an Officers’ Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the 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. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 11.02,
the principal amount of Securities of such Series to be redeemed in order to
exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need
not call Securities of such Series for redemption, except upon receipt of a
Company Order that such action be taken, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that Series purchased by the
Company having an unpaid principal amount equal to the cash payment required to
be released to the Company.

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

     

            Section 11.03 Redemption of
Securities for Sinking Fund. Not less than 45 days (unless otherwise
indicated in the Board Resolution, supplemental indenture or Officers’
Certificate in respect of a particular Series of Securities) 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 mandatory 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 of Securities of that Series pursuant to Section 11.02, and the
optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and the Company shall thereupon be obligated to pay the
amount therein specified. Not less than 30 days (unless otherwise indicated in
the Board Resolution, Officers’ Certificate or supplemental indenture in respect
of a particular Series of Securities) before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.02 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.03. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.04, 3.05 and 3.06.

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

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

     

     

    
      	
              NOVA
      MEASURING INSTRUMENTS LTD.

               

               

              By:

              ——————————————

              Name:

              Title:

               

            


    

    
    

    
    

    
 

    
      	
              [___________]

              as
      Trustee

               

               

              By:

              ——————————————

              Name:

              Title:

            


    

    
    

    
    

     

     

    32