WWW.EXFILE.COM, INC. -- 888-775-4789 -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 4.6(a) TO FORM S-3


     

    EXHIBIT
4.6(a)


    
      

      

    

     

     

     

     

     

    
 

    MEDIS TECHNOLOGIES
LTD.

     

    TO

     

    [Bank]

     

    


     

    Indenture

     

    Dated as of ________,
200[_]

     

    Senior Debt
Securities

     

    
 

     

     

     

     

    
 

    
      

      

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

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

    inclusive, of the Trust Indenture Act
of 1939:

     

    
      	
              Trust
      Indenture

              Act
    Section

            	 	
              Indenture
      Section

            
	
              §
      310(a)(1)

            	 	
              609

            
	
              (a)(2)

            	 	
              609

            
	
              (a)(3)

            	 	
              Not
      Applicable

            
	
              (a)(4)

            	 	
              Not
      Applicable

            
	
              (b)

            	 	
              608,
      610

            
	
              §
      311(a)

            	 	
              613

            
	
              (b)

            	 	
              613

            
	
              §
      312(a)

            	 	
              701

            
	 	 	
              702

            
	
              (b)

            	 	
              702

            
	
              (c)

            	 	
              702

            
	
              §
      313(a)

            	 	
              703

            
	
              (b)

            	 	
              703

            
	
              (c)

            	 	
              703

            
	
              (d)

            	 	
              703

            
	
              §
      314(a)

            	 	
              704

            
	
              (a)(4)

            	 	
              101

            
	 	 	
              1004

            
	
              (b)

            	 	
              Not
      Applicable

            
	
              (c)(1)

            	 	
              102

            
	
              (c)(2)

            	 	
              102

            
	
              (c)(3)

            	 	
              Not
      Applicable

            
	
              (d)

            	 	
              Not
      Applicable

            
	
              (e)

            	 	
              102

            
	
              §
      315(a)

            	 	
              601

            
	
              (b)

            	 	
              602

            
	
              (c)

            	 	
              601

            
	
              (d)

            	 	
              601

            
	
              (e)

            	 	
              514

            
	
              §
      316(a)

            	 	
              101

            
	
              (a)(1)(A)

            	 	
              502,
      512

            
	
              (a)(1)(B)

            	 	
              513

            
	
              (a)(2)

            	 	
              Not
      Applicable

            
	
              (b)

            	 	
              508

            
	
              (c)

            	 	
              104

            
	
              §
      317(a)(l)

            	 	
              503

            
	
              (a)(2)

            	 	
              504

            
	
              (b)

            	 	
              1003

            
	
              §
      318(a)

            	 	
              107

            
	 	 	 


    

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE OF
CONTENTS

    

      
        	 	
                Page

              
	 	 
	
                ARTICLE
      I DEFINITIONS

              	
                1

              
	
                SECTION
      101.

              	
                Definitions.

              	
                1

              
	
                SECTION
      102.

              	
                Compliance
      Certificates and Opinions.

              	
                7

              
	
                SECTION
      103.

              	
                Form
      of Documents Delivered to Trustee.

              	
                7

              
	
                SECTION
      104.

              	
                Acts
      of Holders; Record Dates.

              	
                8

              
	
                SECTION
      105.

              	
                Notices,
      Etc., to Trustee and Company.

              	
                10

              
	
                SECTION
      106.

              	
                Notice
      to Holders; Waiver.

              	
                10

              
	
                SECTION
      107.

              	
                Conflict
      with Trust Indenture Act

              	
                11

              
	
                SECTION
      108.

              	
                Effect
      of Headings and Table of Contents.

              	
                11

              
	
                SECTION
      109.

              	
                Successors
      and Assigns.

              	
                11

              
	
                SECTION
      110.

              	
                Separability
      Clause.

              	
                11

              
	
                SECTION
      111.

              	
                Benefits
      of Indenture.

              	
                11

              
	
                SECTION
      112.

              	
                Governing
      Law.

              	
                11

              
	
                SECTION
      113.

              	
                Legal
      Holidays.

              	
                11

              
	
                SECTION
      114.

              	
                Language
      of Notices, Etc.

              	
                12

              
	
                SECTION
      115.

              	
                Submission
      to Jurisdiction

              	
                12

              
	
                ARTICLE
      II SECURITY FORMS

              	
                12

              
	
                SECTION
      201.

              	
                Forms
      Generally.

              	
                12

              
	
                SECTION
      202.

              	
                Form
      of Legend for Global Securities.

              	
                13

              
	
                SECTION
      203.

              	
                Form
      of Trustee’s Certificate of Authentication.

              	
                13

              
	
                SECTION
      204.

              	
                Securities
      in Global Form.

              	
                13

              
	
                ARTICLE
      III THE SECURITIES

              	
                14

              
	
                SECTION
      301.

              	
                Amount
      Unlimited; Issuable In Series.

              	
                14

              
	
                SECTION
      302.

              	
                Denominations.

              	
                18

              
	
                SECTION
      303.

              	
                Execution,
      Authentication, Delivery and Dating.

              	
                18

              
	
                SECTION
      304.

              	
                Temporary
      Securities.

              	
                19

              
	
                SECTION
      305.

              	
                Registration,
      Registration of Transfer and Exchange.

              	
                19

              
	
                SECTION
      306.

              	
                Mutilated,
      Destroyed, Lost and Stolen Securities.

              	
                20

              
	
                SECTION
      307.

              	
                Payment
      of Interest; Interest Rights Preserved.

              	
                21

              
	
                SECTION
      308.

              	
                Persons
      Deemed Owners.

              	
                22

              
	
                SECTION
      309.

              	
                Cancellation.

              	
                22

              
	
                SECTION
      310.

              	
                Computation
      of Interest.

              	
                23

              
	
                SECTION
      311.

              	
                CUSIP
      Numbers

              	
                23

              
	
                ARTICLE
      IV SATISFACTION AND DISCHARGE

              	
                23

              
	
                SECTION
      401.

              	
                Satisfaction
      and Discharge of Indenture.

              	
                23

              
	
                SECTION
      402.

              	
                Application
      of Trust Money.

              	
                24

              
	
                ARTICLE
      V REMEDIES

              	 	
                24

              
	
                SECTION
      501.

              	
                Events
      of Default.

              	
                24

              
	
                SECTION
      502.

              	
                Acceleration
      of Maturity; Rescission and Annulment.

              	
                26

              
	
                SECTION
      503.

              	
                Collection
      of Indebtedness and Suits for Enforcement by Trustee.

              	
                27

              
	
                SECTION
      504.

              	
                Trustee
      May File Proofs of Claim.

              	
                27

              
	
                SECTION
      505.

              	
                Trustee
      May Enforce Claims Without Possession of Securities.

              	
                28

              
	
                SECTION
      506.

              	
                Application
      of Money Collected.

              	
                28

              
	
                SECTION
      507.

              	
                Limitation
      on Suits.

              	
                28

              


      

      
        	
                SECTION
      508.

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

              	
                29

              
	
                SECTION
      509.

              	
                Restoration
      of Rights and Remedies.

              	
                29

              
	
                SECTION
      510.

              	
                Rights
      and Remedies Cumulative.

              	
                29

              


      

      


      
        
          
          

        

        
          - i
-

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
      511.

              	
                Delay
      or Omission Not Waiver.

              	
                30

              
	
                SECTION
      512.

              	
                Control
      by Holders.

              	
                30

              
	
                SECTION
      513.

              	
                Waiver
      of Past Defaults.

              	
                30

              
	
                SECTION
      514.

              	
                Undertaking
      for Costs.

              	
                30

              
	
                SECTION
      515.

              	
                Waiver
      of Usury, Stay or Extension Laws.

              	
                31

              
	
                ARTICLE
      VI THE TRUSTEE

              	
                31

              
	
                SECTION
      601.

              	
                Certain
      Duties and Responsibilities.

              	
                31

              
	
                SECTION
      602.

              	
                Notice
      of Defaults.

              	
                31

              
	
                SECTION
      603.

              	
                Certain
      Rights of Trustee.

              	
                31

              
	
                SECTION
      604.

              	
                Not
      Responsible for Recitals or Issuance of Securities.

              	
                33

              
	
                SECTION
      605.

              	
                May
      Hold Securities.

              	
                33

              
	
                SECTION
      606.

              	
                Money
      Held In Trust.

              	
                33

              
	
                SECTION
      607.

              	
                Compensation
      and Reimbursement.

              	
                33

              
	
                SECTION
      608.

              	
                Conflicting
      Interests.

              	
                33

              
	
                SECTION
      609.

              	
                Corporate
      Trustee Required; Eligibility.

              	
                34

              
	
                SECTION
      610.

              	
                Resignation
      and Removal; Appointment of Successor.

              	
                34

              
	
                SECTION
      611.

              	
                Acceptance
      of Appointment by Successor.

              	
                35

              
	
                SECTION
      612.

              	
                Merger,
      Conversion, Consolidation or Succession to Business.

              	
                36

              
	
                SECTION
      613.

              	
                Preferential
      Collection of Claims Against Company.

              	
                37

              
	
                SECTION
      614.

              	
                Appointment
      of Authenticating Agent.

              	
                37

              
	
                ARTICLE
      VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

              	
                39

              
	
                SECTION
      701.

              	
                Company
      to Furnish Trustee Names and Addresses of Holders.

              	
                39

              
	
                SECTION
      702.

              	
                Preservation
      of Information; Communications to Holders.

              	
                39

              
	
                SECTION
      703.

              	
                Reports
      by Trustee.

              	
                40

              
	
                SECTION
      704.

              	
                Reports
      by Company.

              	
                40

              
	
                ARTICLE
      VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

              	
                40

              
	
                SECTION
      801.

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

              	
                40

              
	
                SECTION
      802.

              	
                Successor
      Substituted.

              	
                41

              
	
                ARTICLE
      IX SUPPLEMENTAL INDENTURES

              	
                41

              
	
                SECTION
      901.

              	
                Supplemental
      Indentures Without Consent of Holders.

              	
                41

              
	
                SECTION
      902.

              	
                Supplemental
      Indentures With Consent of Holders.

              	
                42

              
	
                SECTION
      903.

              	
                Execution
      of Supplemental Indentures.

              	
                43

              
	
                SECTION
      904.

              	
                Effect
      of Supplemental Indentures.

              	
                43

              
	
                SECTION
      905.

              	
                Conformity
      with Trust Indenture Act.

              	
                44

              
	
                SECTION
      906.

              	
                Reference
      in Securities to Supplemental Indentures.

              	
                44

              
	
                ARTICLE
      X COVENANTS

              	
                44

              
	
                SECTION
      1001.

              	
                Payment
      of Principal, Premium and Interest.

              	
                44

              
	
                SECTION
      1002.

              	
                Maintenance
      of Office or Agency.

              	
                44

              
	
                SECTION
      1003.

              	
                Money
      for Securities Payments to Be Held in Trust.

              	
                45

              
	
                SECTION
      1004.

              	
                Statement
      by Officers as to Default.

              	
                46

              
	
                SECTION
      1005.

              	
                Existence.

              	
                46

              
	
                SECTION
      1006.

              	
                Maintenance
      of Properties.

              	
                46

              
	
                SECTION
      1007.

              	
                Payment
      of Taxes and Other Claims.

              	
                46

              
	
                SECTION
      1008.

              	
                Waiver
      of Certain Covenants.

              	
                47

              


      

      
        	
                SECTION
      1009.

              	
                Additional
      Amounts

              	
                47

              
	
                ARTICLE
      XI REDEMPTION OF SECURITIES

              	
                48

              
	
                SECTION
      1101.

              	
                Applicability
      of Article.

              	
                48

              
	
                SECTION
      1102.

              	
                Election
      to Redeem; Notice to Trustee.

              	
                48

              


      

      


      
        
          
          

        

        
          - ii
-

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
      1103.

              	
                Selection
      by Trustee of Securities to Be Redeemed.

              	
                48

              
	
                SECTION
      1104.

              	
                Notice
      of Redemption.

              	
                49

              
	
                SECTION
      1105.

              	
                Deposit
      of Redemption Price.

              	
                50

              
	
                SECTION
      1106.

              	
                Securities
      Payable on Redemption Date.

              	
                50

              
	
                SECTION
      1107.

              	
                Securities
      Redeemed in Part.

              	
                50

              
	
                ARTICLE
      XII SINKING FUNDS

              	
                50

              
	
                SECTION
      1201.

              	
                Applicability
      of Article.

              	
                50

              
	
                SECTION
      1202.

              	
                Satisfaction
      of Sinking Fund Payments with Securities.

              	
                51

              
	
                SECTION
      1203.

              	
                Redemption
      of Securities for Sinking Fund.

              	
                51

              
	
                ARTICLE
      XIII DEFEASANCE AND COVENANT DEFEASANCE

              	
                51

              
	
                SECTION
      1301.

              	
                Company’s
      Option to Effect Defeasance or Covenant Defeasance.

              	
                51

              
	
                SECTION
      1302.

              	
                Defeasance
      and Discharge.

              	
                51

              
	
                SECTION
      1303.

              	
                Covenant
      Defeasance.

              	
                52

              
	
                SECTION
      1304.

              	
                Conditions
      to Defeasance or Covenant Defeasance.

              	
                52

              
	
                SECTION
      1305.

              	
                Deposited
      Money and Government Obligations to be Held in Trust; Other Miscellaneous
      Provisions.

              	
                54

              
	
                SECTION
      1306.

              	
                Reinstatement.

              	
                55

              
	
                ARTICLE
      XIV MEETING OF HOLDERS OF SECURITIES

              	
                55

              
	
                SECTION
      1401.

              	
                Purposes
      for which Meetings may be Called

              	
                55

              
	
                SECTION
      1402.

              	
                Call,
      Notice and Place of Meetings

              	
                55

              
	
                SECTION
      1403.

              	
                Persons
      entitled to Vote at Meetings

              	
                56

              
	
                SECTION
      1404.

              	
                Quorum;
      Action

              	
                56

              
	
                SECTION
      1405.

              	
                Determination
      of Voting Rights; Conduct and Adjournment of Meetings

              	
                57

              
	
                SECTION
      1406.

              	
                Counting
      Votes and Recording Action of Meetings

              	
                58

              
	 	 	 


      



    
      
        
        

      

      
        - iii
-

        
          

        

      

      
        
        

      

    

    INDENTURE,
dated as of _________, 200[_] between Medis Technologies Ltd., a corporation
duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 805 Third Avenue, New
York, NY 10022 and [Bank] a New York banking corporation, as Trustee (herein
called the “Trustee”).

     

    Recitals
of The Company

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the “Securities”), which may be
convertible into or exchangeable for any securities of any persons (including
the Company), to be issued in one or more series as provided in this
Indenture.

     

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

     

    Now,
therefore, this indenture witnesseth:

     

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

     

    ARTICLE
I

    DEFINITIONS

    SECTION 101.  Definitions.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        - 1
-

        
          

        

      

      
        
        

      

    

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

     

    Certain
terms, used principally in Article Six and Article Thirteen, are defined in
those Articles.

     

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

     

    “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.

     

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

     

    “Authorized
Newspaper” means a newspaper, in the English language or in an official language
of the country of publication, customarily published on each Business Day,
whether or not published on Saturdays, Sundays or holidays, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

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

     

    “Corporate
Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which as of
the date hereof is located at [].

     

    “Corporation”
means a corporation, association, company, joint-stock company or business
trust.

     

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

     

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

     

    “Defeasance”
has the meaning specified in Section 1302.

     

    “Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 301.

     

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

     

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

     

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

     

    “Global
Security” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 202 (or such legend as may be
specified as contemplated by Section 301 for such Securities).

     

    “Government
Obligation” has the meaning specified in Section 1304.

     

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

     

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

     

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

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    “Opinion
of Counsel” means a written opinion of counsel.

     

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

     

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

     

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

     

    (2)  Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made;

     

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

     

    (4)  Securities
that have been paid pursuant to Section 305 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

     

    provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, 

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 306 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

     

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

     

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

     

    
      
        
        

      

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

     

    “Responsible
Officer”, when used with respect to the Trustee, means any vice president, the
treasurer, any assistant treasurer, any trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject and who
shall have responsibility for the administration of this Indenture.

     

    “Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this
Indenture provided,
however, that if at any
time there is more than one Person acting as Trustee under this Indenture,
“Securities” with respect to the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this Indenture and shall
more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

     

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

     

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

     

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

     

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

     

    “Subsidiary”
means a corporation or limited liability company more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, “voting-stock” means
the equity interest that ordinarily has voting power for the election of
directors, managers or trustees of an entity, or persons performing similar
functions, whether at all times or only so long as no senior class of equity
interest has such voting power by reason of any contingency.

     

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

     

    “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is 

     

    
      
        
        

      

      
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    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.

     

    “United
States Alien” means any Person who, for United States federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     

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

     

    SECTION 102.  Compliance Certificates and
Opinions.

     

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

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (except for certificates provided for in Section
1004) shall include,

     

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

     

    (2)  a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based;

     

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

     

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

     

    SECTION 103.  Form of Documents Delivered to
Trustee.

     

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

     

    
      
        
        

      

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

     

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

     

    SECTION 104.  Acts of Holders; Record
Dates.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

     

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

     

    The
principal amount and serial numbers of Securities held by any Person, and the
date of holding the same, shall be proved by the Security Register.

     

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

     

    The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted 

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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    with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph.

     

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

     

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

     

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

     

    (1)  the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing (which may be via
facsimile) to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Administration, or

     

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

     

    SECTION 106.  Notice to Holders;
Waiver.

     

    Except as
otherwise expressly provided herein, where this Indenture provides for notice of
any event to Holders of Securities, such notice shall be sufficiently given to
Holders of Securities if in writing and mailed, first-class postage prepaid, to
each Holder of a Security affected by such event, at the address of such Holder
as it appears in the Security Register, not later than the latest date (if any),
and not earlier than the earliest date (if any), prescribed for the giving of
such notice.

     

    In case
by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice to Holders of Securities by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder. In any
case where notice to Holders of Securities is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Holder of a Security shall affect the sufficiency of such notice with respect to
other Holders.

     

    Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice
by Holders of Securities shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

     

    
      
        
        

      

      
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    SECTION 107.  Conflict with Trust Indenture
Act

     

    This
Indenture shall incorporate and be governed by the provisions of the Trust
Indenture Act that are required to be part of and to govern indentures qualified
under the Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

     

    SECTION 108.  Effect of Headings and Table of
Contents.

     

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

     

    SECTION 109.  Successors and
Assigns.

     

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

     

    SECTION 110.  Separability
Clause.

     

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

     

    SECTION 111.  Benefits of
Indenture.

     

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

     

    SECTION 112.  Governing Law.

     

    This
Indenture and the Securities shall be governed by and construed in accordance
with the law of the State of New York.

     

    SECTION 113.  Legal Holidays.

     

    In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

     

    
      
        
        

      

      
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    SECTION 114.  Language of Notices,
Etc.

     

    Any
request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of
publication.

     

    SECTION 115.  Submission to
Jurisdiction

     

    The
Company irrevocably submits to the non-exclusive jurisdiction of any federal or
state court in the City, County and State of New York, United States, and any
appellate court from any thereof, in any legal suit, action or proceeding based
on or arising under the Securities or this Indenture and agrees that all claims
in respect of such suit or proceeding may be determined in any such court. The
Company irrevocably waives to the fullest extent permitted by law, any objection
to any such suit, including actions, suits or proceedings relating to the
securities laws of the United States of America or any state thereof, in such
courts whether on the grounds of venue, residence or domicile or the defense of
an inconvenient forum or objections to personal jurisdiction with respect to the
maintenance of such legal suit, action or proceeding. The Company agrees that
the final judgment in any such suit, action or proceeding brought in such court
shall be conclusive and binding upon the Company and may be enforced in any
court to the jurisdiction of which the Company is subject by a suit upon such
judgment.

     

    ARTICLE
II

    SECURITY
FORMS

    SECTION 201.  Forms Generally.

     

    The
Securities of each series shall be in substantially the forms set forth in
Exhibits A and A1 or in such other form (including temporary or permanent global
form) as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities as evidenced by their execution thereof. If the form
of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities (or any such
temporary global Security).

     

    The
definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

     

    
      
        
        

      

      
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    SECTION 202.  Form of Legend for Global
Securities.

     

    Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

     

    THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

     

    SECTION 203.  Form of Trustee’s Certificate of
Authentication.

     

    The
Trustee’s certificates of authentication shall be in substantially the following
form:

     

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

     

    
      	 	 
	 	
              
                
      

              As
    Trustee

            
	 	 
	 	 
	 	
              By

              
                
      

              Authorized
      Signatory

            
	 	
               

            
	 	 
	 	
              Dated: 

              
                
      

            
	 	 	 


    

    SECTION 204.  Securities in Global
Form.

     

    If
Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (10) of Section 301
and the provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject
to the provisions of Section 303 and, if applicable, Section 304, the Trustee
shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given 

     

    
      
        
        

      

      
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    by the
Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 303 or Section 304 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

     

    The
provisions of the last sentence of Section 303 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global from together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section
303.

     

    Notwithstanding
the provisions of Section 201 and 307, unless otherwise specified as
contemplated by Section 301, payment of principal of and any premium and
interest on any Security in permanent global form shall be made to the Person or
Persons specified therein.

     

    ARTICLE
III

    THE
SECURITIES

    SECTION 301.  Amount Unlimited; Issuable In
Series.

     

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

     

    The
Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,

     

    (1)  the title
of the Securities of the series, including cusip numbers, if applicable (which
shall distinguish the Securities of the series from Securities of any other
series);

     

    (2)  any limit
upon the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304, 305,
306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered
hereunder);

     

    (3)  whether
any Securities of the series are to be issuable initially in temporary global
form and whether any Securities of the series are to be issuable in permanent
global form and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section 305;

     

    
      
        
        

      

      
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    (4)  the
Person to whom any interest on any Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, the extent to which, or the manner in which, any interest
payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 304;

     

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

     

    (6)  the
ability to issue additional Securities in the same series;

     

    (7)  the price
or prices at which we will sell the Securities;

     

    (8)  the
right, if any, to extend the interest payment periods and the duration of any
such deferral period, including the maximum consecutive period during which
interest payment periods may be extended;

     

    (9)  provisions,
if any, granting special rights to holders of the Securities upon the occurrence
of specified events;

     

    (10)  the
terms, if any, upon which Holders may convert or exchange the Securities into or
for the Company’s common stock, preferred stock or other securities or
property;

     

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

     

    (12)  the place
or places where, subject to the provisions of Section 1002, the principal of and
any premium, if any, and interest, if any, on Securities of the series shall be
payable, where any Securities of the series may be surrendered for registration
of transfer, where Securities of the series may be surrendered for exchange,
where Securities of the series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable, and notices and demands
to or upon the Company in respect of the Securities of the series and this
Indenture may be served;

     

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

     

    (14)  the
obligation, if any, of the Company to redeem or purchase any Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
the Holder thereof and the period or periods within which, the price or prices
at 

     

    
      
        
        

      

      
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    which and
the terms and conditions upon which any Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such
obligation;

     

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

     

    (16)  whether
the amount of payments of principal (or premium, if any) or interest, if any, on
the Securities of the series may be determined with reference to an index,
formula or other method (which index, formula or method may be based, without
limitation, on one or more currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;

     

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

     

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

     

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

     

    (20)  if the
principal of and any premium or interest on the Securities of the series are to
be payable, at the election of the Company or a Holder thereof, in a currency or
currencies, including composite currencies, other than that or those in which
the Securities are stated to be payable, the currency or currencies in which
payment of the principal of and any premium and interest on Securities of such
series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be
made;

     

    (21)  if either
or both of the provisions of Section 1302 or 1303 are applicable to the
Securities of such series;

     

    (22)  if the
amount of principal and interest on the Securities of the series may be
determined by reference to an index, the manner in which such amounts shall be
determined;

     

    (23)  if the
principal amount payable at the Stated Maturity of any Securities of the series
will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities 

     

    
      
        
        

      

      
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    as of any
such date for any purpose thereunder or hereunder, including the principal
amount thereof which shall be due and payable upon any Maturity other than the
Stated Maturity or which shall be deemed to be Outstanding as of any date prior
to the Stated Maturity (or, in any such case, the manner in which such amount
deemed, to be the principal amount shall be determined);

     

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

     

    (25)  if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 202 and any circumstances in addition to or in
lieu of those set forth, in the seventh paragraph of Section 305 in which any
such Global Security may be exchanged in whole or in part for Securities
registered, and any transfer of such Global Security in whole or in part may be
registered in the name or name of Persons other than the Depositary for such
Global Security or a nominee thereof;

     

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

     

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

     

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

     

    (29)  whether,
under what circumstances and the Currency in which the Company will pay
Additional Amounts as contemplated by Section 1009 on the Securities of the
series to any Holder who is not a United States Person(s) (including any
modification to the definition of such term) in respect of any tax, assessment
or governmental charge and, if so, whether the Company will have the option to
redeem such Securities rather than pay such Additional Amounts (and the terms of
any such option).

     

    All
Securities of such series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto.

     

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

     

    
      
        
        

      

      
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    SECTION 302.  Denominations.

     

    Unless
otherwise provided as contemplated by Section 301 with respect to the Securities
of any series, any Securities of such series, other than Securities issued in
global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof.

     

    SECTION 303.  Execution, Authentication, Delivery
and Dating.

     

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

     

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

     

    At any
time and from time to, time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the forms or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

     

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

     

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

     

    (3)  that such
Securities when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles.

     

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

     

    
      
        
        

      

      
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    Notwithstanding
the provisions of Section 301 and of the two preceding paragraphs, if all
Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officer’s Certificate otherwise required pursuant to
Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraphs at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

     

    Each
Security shall be dated the date of its authentication.

     

    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     

    SECTION 304.  Temporary
Securities.

     

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

     

    If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of that series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of
any authorized denominations and like aggregate principal amount and
tenor.

     

    Until
exchanged in full as hereinafter provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder.

     

    SECTION 305.  Registration, Registration of
Transfer and Exchange.

     

    The
Company shall cause to be kept at an office or agency to be maintained by the
Company in accordance with Section 1002 a register (being the combined register
of the Security Registrar and all transfer agents designated pursuant to Section
1002 for the purpose of 

     

    
      
        
        

      

      
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    registration
of transfer of Securities and sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and the
registration of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.

     

    Upon
surrender for registration of transfer of any Security of a series at the office
or agency of the Company maintained pursuant to Section 1002 for such purpose in
a Place of Payment for that series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.

     

    At the
option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.

     

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

     

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

     

    No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.

     

    If the
Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register the
transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending at the close of business on the day of the mailing of the
relevant notice of redemption.

     

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

     

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

     

    
      
        
        

      

      
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    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 bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     

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

     

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

     

    Every new
Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder.

     

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

     

    SECTION 307.  Payment of Interest; Interest Rights
Preserved.

     

    Except as
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such
interest.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Subject
to the foregoing provisions of this Section and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

     

    SECTION 308.  Persons Deemed
Owners.

     

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

     

    SECTION 309.  Cancellation.

     

    All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and 

     

    
      
        
        

      

      
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    all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order or in the Trustee’s customary manner, which manner
shall be communicated in writing to the Company.

     

    SECTION 310.  Computation of
Interest.

     

    Except as
otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months.

     

    SECTION 311.  CUSIP Numbers

     

    The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use such “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 identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will notify the Trustee of any change
“CUSIP” numbers.

     

    ARTICLE
IV

    SATISFACTION
AND DISCHARGE

    SECTION 401.  Satisfaction and Discharge of
Indenture.

     

    This
Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for, and any right to receive additional amounts, as
provided in Section 1009), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

     

    (1)  either

     

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

     

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

     

    (i)  have
become due and payable, or

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 607, the obligations of the Trustee to any
Authenticating Agent under Section 614 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive such satisfaction and discharge.

     

    SECTION 402.  Application of Trust
Money.

     

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

     

    ARTICLE
V

    REMEDIES

    SECTION 501.  Events of
Default.

     

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

     

    
      
        
        

      

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

     

    (2)  default
in the payment of the principal of or any premium on any Security of that series
at its Maturity and (if so established as contemplated by Section 301 in respect
of that series), in the case of technical or administrative difficulties only if
such default persists for a period of five days; or

     

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

     

    (4)  default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of such default or breach
for a period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 10% in principal amount of the Outstanding Securities of
that series a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder
or

     

    (5)  the entry
by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any
applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period
of 90 consecutive days; or

     

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

     

    
      
        
        

      

      
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    (7)  any other
Event of Default provided with respect to Securities of that
series.

     

    SECTION 502.  Acceleration of Maturity; Rescission
and Annulment.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    and

     

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

     

    
      
        
        

      

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

     

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

     

    The
Company covenants that if

     

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

     

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

     

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

     

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

     

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

     

    SECTION 504.  Trustee May File Proofs of
Claim.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    SECTION 506.  Application of Money
Collected.

     

    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

     

    FIRST:  To the
payment of all amounts due the Trustee under Section 607;

     

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

     

    THIRD:  To the
Company.

     

    SECTION 507.  Limitation on
Suits.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Sections 305 and 307) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

     

    SECTION 509.  Restoration of Rights and
Remedies.

     

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

     

    SECTION 510.  Rights and Remedies
Cumulative.

     

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

     

    
      
        
        

      

      
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    SECTION 511.  Delay or Omission Not
Waiver.

     

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

     

    SECTION 512.  Control by
Holders.

     

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

     

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

     

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

     

    SECTION 513.  Waiver of Past
Defaults.

     

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

     

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

     

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

     

    Upon any
such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

     

    SECTION 514.  Undertaking for
Costs.

     

    In any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs including
reasonable attorneys’ fees and expenses against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company.

     

    
      
        
        

      

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

     

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

     

    ARTICLE
VI

    THE
TRUSTEE

    SECTION 601.  Certain Duties and
Responsibilities.

     

    The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

     

    SECTION 602.  Notice of
Defaults.

     

    If a
default occurs hereunder with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that in the case of
any default of the character specified in Section 501(4) with -respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term “default” means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

     

    SECTION 603.  Certain Rights of
Trustee.

     

    Subject
to the provisions of Section 601:

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (9)  he
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 and this Indenture;

     

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

     

    
      
        
        

      

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

     

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

     

    SECTION 605.  May Hold
Securities.

     

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

     

    SECTION 606.  Money Held In
Trust.

     

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

     

    SECTION 607.  Compensation and
Reimbursement.

     

    The
Company agrees

     

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

     

    (2)  except as
otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as shall be
determined to have been caused by its own negligence or bad faith;
and

     

    (3)  to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
claim, damage or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

     

    SECTION 608.  Conflicting
Interests.

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the 

     

    
      
        
        

      

      
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    manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by such Act, the Trustee shall not be deemed
to have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Securities of more than one series.

     

    SECTION 609.  Corporate Trustee Required;
Eligibility.

     

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

     

    SECTION 610.  Resignation and Removal; Appointment
of Successor.

     

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

     

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

     

    The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the
Company.

     

    If at any
time:

     

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

     

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

     

    (3)  the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or


     

    
      
        
        

      

      
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    any
public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation,

     

    then, in
any such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 514, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

     

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

     

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

     

    SECTION 611.  Acceptance of Appointment by
Successor.

     

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

     

    
      
        
        

      

      
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    In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    SECTION 613.  Preferential Collection of Claims
Against Company.

     

    If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
Section 311 of the Trust Indenture Act, but only to the extent therein
specified, regarding the collection of claims against the Company (or any such
other obligor). For purposes of Section 311(b)(4) and (6) of such Act, the
following terms shall mean:

     

    (a)  “cash
transaction” means any transaction in which full payment for goods or securities
sold is made within seven days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable
upon demand; and

     

    (b)  “self-liquidating
paper” means any draft, bill of exchange, acceptance or obligation which is
made, drawn, negotiated or incurred by the Company for the purpose of financing
the purchase, processing, manufacturing, shipment, storage or sale of goods,
wares or merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided the security is received by the
Trustee simultaneously with the creation of the creditor relationship with the
Company arising from the making, drawing, negotiating or incurring of the draft,
bill of exchange, acceptance or obligation.

     

    SECTION 614.  Appointment of Authenticating
Agent.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      	 	 
	 	 
	 	
              As
    Trustee

            
	 	 
	 	 
	 	
              By

            	 
	 	 	
              As Authenticating
      Agent

            
	 	 
	 	 
	 	
              By

            	 
	 	 	
              Authorized
      Officer

            
	 	 


    

    
 

    
      
        
        

      

      
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    If all of
the Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if
so requested by the Company in writing (which writing need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint
in accordance with this Section an Authenticating Agent having an office in a
Place of Payment designated by the Company with respect to such series of
Securities.

     

    ARTICLE
VII

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

    SECTION 701.  Company to Furnish Trustee Names and
Addresses of Holders.

     

    The
Company will furnish or cause to be furnished to the Trustee

     

    (1)  semi-annually,
not later than 15 days after each Regular Record Date or in the case of any
series of Securities on which semi-annual interest is not payable, not more than
15 days after such semi-annual dates specified by the Trustee, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of Securities of each series as of the Regular Record Date or such
semi-annual date, as the case may be, and

     

    (2)  at such
other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is
furnished;

     

    excluding from any such list
names and addresses received by the Trustee in its capacity as Security
Registrar.

     

    SECTION 702.  Preservation of Information;
Communications to Holders.

     

    The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.

     

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

     

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

     

    
      
        
        

      

      
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    SECTION 703.  Reports by
Trustee.

     

    The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

     

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

     

    SECTION 704.  Reports by
Company.

     

    The
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the
Commission.

     

    ARTICLE
VIII

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

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

     

    The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person (other than a direct or indirect wholly-owned subsidiary of the Company)
and the Company shall not permit any Person (other than a direct or indirect
wholly-owned subsidiary of the Company) to consolidate with or merge into the
Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless:

     

    (1)  the
Company is the surviving corporation or, in case the Company shall consolidate
with or merge into another Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, partnership or
trust, organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest (including all additional amounts,
if any payable pursuant to Section 1009) on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed;

     

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

     

    
      
        
        

      

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

     

    (3)  if, as a
result of any such consolidation or merger or such conveyance, transfer or
lease, properties or assets of the Company would become subject to a mortgage,
pledge, lien, security interest or other encumbrance which would not be
permitted by this Indenture, the Company or such successor Person, as the case
may be, shall take such steps as shall be necessary effectively to secure the
Securities equally and ratably with (or prior to) all indebtedness secured
thereby; and

     

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

     

    SECTION 802.  Successor
Substituted.

     

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

     

    ARTICLE
IX

    SUPPLEMENTAL
INDENTURES

    SECTION 901.  Supplemental Indentures Without
Consent of Holders.

     

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

     

    (1)  to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities;
or

     

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

     

    
      
        
        

      

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

     

    (4)  to add
to, 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; or

     

    (5)  to secure
the Securities; or

     

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

     

    (7)  to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611; or

     

    (8)  to cure
any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided that such action pursuant to this Clause (8) shall not adversely affect
the interests of the Holders of Securities of any series in any material
respect.

     

    SECTION 902.  Supplemental Indentures With Consent
of Holders.

     

    With the
consent of the Holders of not less than 50% in aggregate principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supple-mental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

     

    (1)  change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or change
any obligation of the Company to pay additional amounts pursuant to Section 1009
(except as contemplated by Section 801(1) and permitted by Section 901(1), or
reduce the amount of the principal of an Original Issue Discount Security or any
other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502, or change any Place of Payment
where, or the coin or currency in which, any Security or any premium or interest
thereon is payable, or impair the right to institute 

     

    
      
        
        

      

      
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    suit for
the enforcement of any such payment on or after the Stated Maturity thereof (or,
in the case of redemption, on or after the Redemption Date), or

     

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

     

    (3)  change
any obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 1002, or

     

    (4)  modify
any of the provisions of this Section, Section 513 or Section 1009, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this clause
shall not be deemed to require the consent of any Holder with respect to changes
in the references to “the Trustee” and concomitant changes in this Section and
Section 1008, or the deletion of this proviso, in accordance with the
requirements of Sections 611 and 901(7).

     

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

     

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

     

    SECTION 903.  Execution of Supplemental
Indentures.

     

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

     

    SECTION 904.  Effect of Supplemental
Indentures.

     

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

     

    
      
        
        

      

      
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    SECTION 905.  Conformity with Trust Indenture
Act.

     

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

     

    SECTION 906.  Reference in Securities to
Supplemental Indentures.

     

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

     

    ARTICLE
X

    COVENANTS

    SECTION 1001.  Payment of Principal, Premium and
Interest.

     

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

     

    SECTION 1002.  Maintenance of Office or
Agency.

     

    The
Company will maintain in each Place of Payment for any series an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of any such office or agency. If at any time the Company
shall fail to maintain any such required office or agency in respect of any
series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the same as its agent to receive
such respective presentations, surrenders, notices and demands. The Company may
also from time to time designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any
Security of any series and remaining unclaimed for two years after such
principal and any premium or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
each Place of Payment, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

     

    
      
        
        

      

      
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    SECTION 1004.  Statement by Officers as to
Default.

     

    The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. The Company shall deliver to the Trustee, as soon
as reasonably prachcable and in any event within 20 days after the Company
becomes aware of the occurrence of any Event of Default or an event which, with
notice or the lapse of time or both, would constitute an Event of Default, an
Officers’ Certificate setting forth the details of such Event of Default or
default.

     

    SECTION 1005.  Existence.

     

    Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the ability of the Company to make
payments hereunder.

     

    SECTION 1006.  Maintenance of
Properties.

     

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

     

    SECTION 1007.  Payment of Taxes and Other
Claims.

     

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

     

    
      
        
        

      

      
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    SECTION 1008.  Waiver of Certain
Covenants.

     

    Except as
otherwise specified as contemplated by Section 301 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 301(22), 901(2) or 901(7) for
the benefit of the Holders of such series if before the time for such compliance
the Holders of at least 50% in principal amount of the Outstanding Securities of
such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

     

    SECTION 1009.  Additional
Amounts

     

    If the
Securities of a series provide for the payment of additional amounts, the
Company will pay to the Holder of any Security of such series additional amounts
as provided therein. Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of or any premium or interest on, or in
respect of, any Security of any series or the net proceeds received on the sale
or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

     

    If the
Securities of a series provide for the payment of additional amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers’ Certificate, the Company will furnish the
Trustee and the Company’s principal Payment Agent or Paying Agents, if other
than the Trustee, with an Officers’ Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series who are United States Aliens without withholding for
or on account of any tax, assessment or other governmental charge described in
the Securities of that series. If any such withholding shall be required, then
such Officers’ Certificate shall specify by country the amount, if any, required
to be withheld on such payments to such Holders of Securities and the Company
will pay to the Trustee or such Paying Agent the additional amounts required by
this Section. The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this Section.

     

    
      
        
        

      

      
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    ARTICLE
XI

    REDEMPTION
OF SECURITIES

    SECTION 1101.  Applicability of
Article.

     

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

     

    SECTION 1102.  Election to Redeem; Notice to
Trustee.

     

    The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed (unless all of the Securities of a
specified tenor are to be redeemed). In the case of any redemption of Securities
(i) prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to
an election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction or
condition.

     

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

     

    If less
than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series or of the principal amount of global securities of
such series. If less than all of the Securities of such series and of a
specified tenor are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence. If
so specified in the Securities of a series, partial redemptions must be in an
amount not less than $[          ]
principal amount of Securities.

     

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

     

    
      
        
        

      

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

     

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

     

    SECTION 1104.  Notice of
Redemption.

     

    Notice of
redemption shall be given in the manner provided in Section 106 to the Holders
of Securities to be redeemed not less than 30 nor more than 60 days prior to the
Redemption Date.

     

    All
notices of redemption shall state:

     

    (1)  the
Redemption Date,

     

    (2)  the
Redemption Price,

     

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

     

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

     

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

     

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

     

    (7)  applicable
cusip numbers, if any

     

    A notice
of redemption published as contemplated by Section 106 need not identify
particular Registered Securities to be redeemed.

     

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

     

    
      
        
        

      

      
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    SECTION 1105.  Deposit of Redemption
Price.

     

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

     

    SECTION 1106.  Securities Payable on Redemption
Date.

     

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

     

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

     

    SECTION 1107.  Securities Redeemed in
Part.

     

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

     

    ARTICLE
XII

    SINKING
FUNDS

    SECTION 1201.  Applicability of
Article.

     

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

     

    The
minimum amount of any sinking fund payment provided for by the terms of any
Securities is herein referred to as a “mandatory sinking fund payment”, and any
payment in 

     

    
      
        
        

      

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

     

    SECTION 1202.  Satisfaction of Sinking Fund
Payments with Securities.

     

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

     

    SECTION 1203.  Redemption of Securities for Sinking
Fund.

     

    Not less
than 45 days prior (unless a shorter period shall be satisfactory to the
Trustee) to each sinking fund payment date for any Securities, the Company will
deliver to the Trustee an Officers’ Certificate specifying the amount of the
next ensuing sinking fund payment for such Securities pursuant to the terms of
such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 1202 and will also
deliver to the Trustee any Securities to be so delivered. Not less than [15 nor
more than 45] days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

     

    ARTICLE
XIII

    DEFEASANCE
AND COVENANT DEFEASANCE

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

     

    The
Company may at its option, at any time elect to have either Section 1302 or
Section 1303 applied to the Outstanding Securities of any series upon compliance
with the conditions set forth below in this Article Thirteen.

     

    SECTION 1302.  Defeasance and
Discharge.

     

    Upon the
Company’s exercise of the option provided in Section 1301 applicable to this
Section, the Company shall be deemed to have been discharged from its
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    to the
Outstanding Securities of any series on the date the conditions set forth below
are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under the Securities of such series and
this Indenture insofar as the Securities of such series are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of the
Securities of such series to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on the Securities of such series
when such payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article
Thirteen. Subject to compliance with this Article Thirteen, the Company may
exercise its option under this Section 1302 notwithstanding the prior exercise
of its option under Section 1303.

     

    SECTION 1303.  Covenant
Defeasance.

     

    Upon the
Company’s exercise of the option provided in Section 1301 applicable to this
Section, (i) the Company shall be released from its obligations with respect to
the Securities of such Series under Section 801, Sections 1005 through 1009,
inclusive, and any covenants provided pursuant to Section 301(22), 901(2) or
901(7) for the benefit of the Holders of such Securities and (ii) the occurrence
of an event specified in Sections 501(3), (4) or (5) shall not be deemed to be
an Event of Default on and after the date the conditions set forth below are
satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant
defeasance means that the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or clause whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or clause or by reason of any reference in
any such Section or clause to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

     

    SECTION 1304.  Conditions to Defeasance or Covenant
Defeasance.

     

    The
following shall be the conditions to application of either Section 1302 or
Section 1303 to the then Outstanding Securities of any series:

     

    (1)  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 609 who shall
agree to comply with the provisions of this Article Thirteen applicable to it)
as trust funds in trust for the purpose of making the following payments
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of such series, (A) money in an amount, or (B)
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, the
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    installment
of interest on the Securities on the Stated Maturity of such principal or
installment of interest in accordance with the terms of this Indenture and of
the Securities of such series. For this purpose, “Government Obligations” means,
with respect to any series of Securities, securities that are (x) direct
obligations of the government that issued the currency in which such series is
denominated (or, if such series is denominated in euro, the direct obligations
of any government that is a member of the European Monetary Union) for the
payment of which its full faith and credit is pledged or (y) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
such government the payment of which is unconditionally guaranteed as a full
faith and credit obligation by such government, which, in either case, are not
callable or redeemable at the option of the issuer thereof and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any Government Obligation where
the relevant government is the United States of America or a specific payment of
principal of or interest on any such Government Obligation held by such
custodian for the account of the holder of such depositary 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 such Government Obligation or the specific
payment of principal of or interest on such Government Obligation evidenced by
such depository receipt.

     

    (2)  In the
event of an election to have Section 1302 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the
Trustee an opinion of Counsel stating that (x) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (y) since
the date of this Indenture there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of the Outstanding Securities of such
series will not recognize 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 amount, in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not
occurred.

     

    (3)  In the
event of an election to have Section 1303 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect the that Holders of the Outstanding
Securities of such series will not recognize 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 amount, in the same manner and at the same
times as would have been the case if such deposit and covenant defeasance had
not occurred.

     

    (4)  The
Company shall have delivered to the Trustee an Officer’s Certificate to the
effect that the Securities of such series, if then listed on any securities
exchange, will not be delisted as a result of such deposit.

     

    (5)  No Event
of Default or event which with notice or lapse of time or both would become an
Event of Default with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit or, insofar as
subsections 501(6) and (7) are concerned, at any time during the period ending
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    of such
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).

     

    (6)  Such
defeasance or covenant defeasance shall not cause the Trustee to have a
conflicting interest as defined in Section 608 and for purposes of the Trust
Indenture Act with respect to any securities of the Company.

     

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

     

    (8)  The
Company shall have delivered to the Trustee and Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the defeasance under Section 1302 or the covenant defeasance
under Section 1303 (as the case may be) have been complied with.

     

    (9)  Such
defeasance or covenant defeasance shall not result in the trust arising from
such deposit constituting an investment company as defined in the Investment
Company Act, or such trust shall be qualified under such act or exempt from
regulation thereunder.

     

    SECTION 1305.  Deposited Money and Government
Obligations to be Held in Trust; Other Miscellaneous
Provisions.

     

    Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively, for purposes of this Section 1305, as the “Trustee”) pursuant to
Section 1304 in respect of the Securities of such series shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Securities
of such series and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of the Securities of such series, of all
sums due and to become due thereon in respect of principal (and premium, if any)
and interest, but such money need not be segregated from other funds except to
the extent required by law.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 1304 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of the Outstanding Securities.

     

    Anything
in this Article Thirteen to the contrary notwithstanding, the Trustee shall
delivered or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 1304 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

     

    
      
        
        

      

      
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    SECTION 1306.  Reinstatement.

     

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

     

    ARTICLE
XIV

    MEETING
OF HOLDERS OF SECURITIES

    SECTION 1401.  Purposes for which Meetings may be
Called

     

    A meeting
of Holders of Securities of any or all series of Securities may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given to taken by Holders of
Securities of such series.

     

    SECTION 1402.  Call, Notice and Place of
Meetings

     

    (a)  The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purposes specified in Section 1401, to be held at any such time and at
such place in the Borough of Manhattan, the City of New York, as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

     

    (b)  In case
at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall
have requested the Trustee to call a meeting of the Holders of Securities of
such series for any purpose specified in Section 1401, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the notice
of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, the City of New York, for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subsection (a)
of this Section.

     

    
      
        
        

      

      
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    SECTION 1403.  Persons entitled to Vote at
Meetings

     

    Upon the
calling of a meeting of Holders with respect to the Securities of a series all
or part of which are represented by a Security, a record date shall be
established for determining Holders of Outstanding Securities of such series
entitled to vote at such meeting, which record date shall be the close of
business on the day the notice of the meeting of Holders is given in accordance
with Section 1402. The Holders on such record date, and their designated
proxies, and only such Persons, shall be entitled to vote at such meeting of
Holders. To be entitled to vote at any meeting of Holders, a Person shall (a) be
a Holder of one or more Securities or (b) be a Person appointed by an instrument
in writing as proxy by a Holder of one or more Securities; provided, however, that in the case of
any meeting of Holders with respect to the Securities of a series all or part of
which are represented by a Security, only Holders, or their designated proxies,
of record on the record date established pursuant to Section 1403 hereof shall
be entitled to vote at such meeting. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders shall be the Persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its
counsel.

     

    SECTION 1404.  Quorum; Action

     

    The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than 50% in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 50% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1402(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

     

    Except as
limited by the proviso to the first paragraph of Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to the first paragraph of Section 902, any resolution
with respect to any consent or waiver which this Indenture expressly provides
may be given by the Holders of not less than 50% in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly convened and at which a quorum is present as aforesaid only by the
affirmative vote of the Holders of 50% in principal amount of the Outstanding
Securities of that 

     

    
      
        
        

      

      
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    series;
and provided, further, that, except as limited by the proviso to the first
paragraph of Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or any adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

     

    Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series and the related coupons, whether or not
present or represented at the meeting.

     

    SECTION 1405.  Determination of Voting Rights;
Conduct and Adjournment of Meetings

     

    (a)  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
a series in regard to proof of the holding of Securities of such series in
regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as is shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 104 and the appointment of any proxy shall be
proved in the manner specified in Section 104 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 104. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 104 or other proof.

     

    (b)  The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1402(b), in which case the Company or the
Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.

     

    (c)  At any
meeting each Holder of a Security of such series or proxy shall be entitled to
one vote for each $1,000 principal amount of the Outstanding Securities of such
series held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

     

    (d)  Any
meeting of Holders of Securities of any series duly called pursuant to Section
1402 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such 

     

    
      
        
        

      

      
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    series
represented at the meeting; and the meeting may be held as so adjourned without
further notice.

     

    SECTION 1406.  Counting Votes and Recording Action
of Meetings

     

    The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 1402 and, if applicable, Section 1404. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

     

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

     

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

     

    
      	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
              MEDIS
      TECHNOLOGIES LTD.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	 
	 	 	 	 
	
              Attest:

            	 	 	 
	 	 	 	
              [BANK]

            
	 	 	 	 
	 	 	 	 	 
	 	 	 	
              By:

            	 


    

    
 

    
      
        
        

      

      
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    STATE OF
●                    
)

     

    )  ss:

     

    COUNTY OF
●                 )

     

    On the
____ day of _____________, before me personally came ___________ to me known,
who, being by me duly sworn, did depose and say that he is ___________of
__________________, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.

     

    
 

    
 

    
      
        
        

      

      
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    EXHIBIT A

     

    Form of Face of Registered
Security

     

    
      
        	No.  	
                $

              


      

                                                                                                               

    

    Medis
Technologies Ltd., a corporation duly organized and existing under the laws of
Delaware (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________________ , or registered assigns, the principal sum
of __________________ Dollars on _____________________ . The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or -more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
___________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

     

    If the Security is not to bear
interest prior to Maturity, insert— The principal of this Security shall
not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of _____% per
annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand.

     

    Payment
of the principal of (and premium, if any) and any such interest on this Security
will be made at the office or agency of the Company maintained for that purpose
in _________, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.

     

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

     

    
      
        
        

      

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

     

    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

     

    Dated:

     

    
      	 	 
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	 
	 	 	
              Title:

            
	 	 
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	 
	 	 	
              Title:

            


    

    
 

     

    
      
        
        

      

      
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    EXHIBIT A

     

    Form of Reverse of
Security

     

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

     

    [If applicable, insert— The
Securities of this series are subject to redemption upon not less than 30 days’
notice by mail, [if
applicable, insert— (1) on_______________in any year commencing with the
year _____________and ending with the year _____________ through operation of
the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable, insert — (1)
on or after ______________ , 20__], as a whole or in part, at the election of
the Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [if applicable, insert— on or
before _________________ %, and if redeemed] during the 12-month period
beginning ______________ of the years indicated,

     

    
      	
              Year

            	 	
              Redemption

              Price

            	 	
              Year

            	 	
              Redemption

              Price

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

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

     

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

     

    
      
        
        

      

      
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              Year

            	 	
              Redemption
      Price For Redemption Through Operation of the Sinking Fund

            	 	
              Redemption
      Price For

              Redemption
      Otherwise Than Through Operation of the Sinking Fund

            
	 	 	 	 	 
	 	 	 	 	 


    

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

     

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

     

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

     

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

     

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

     

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

     

    [If the Security is an Original
Issue Discount Security, insert— If an Event of Default with respect to
Securities of this series shall occur and be continuing, an amount of principal
of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Such amount shall be equal to
—insert formula for
determining the amount. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of 

     

    
      
        
        

      

      
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    interest
on any overdue principal, premium and interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and
interest, if any, on the Securities of this series shall
terminate.]

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of 50% in principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.

     

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

     

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

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     

    
      
        
        

      

      
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    The
Securities of this series are issuable only in registered form without coupons
in denominations of $ __________ and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     

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

     

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

     

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

     

    
 

    
 

    
      
        
        

      

      
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    EXHIBIT C1

     

    Form of Certificate to be Given by
Beneficial Owner of Interest in a Temporary Global Security

     

    [ISSUER]

    [Title of
Securities]

    (the
“Securities”)

     

    This is
to certify that as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by persons
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source (a “United States
Person(s)”), (ii) are owned by United States Person(s) that are (A) foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12 (c)(1)(v)) (“Financial Institutions”) purchasing
for their own account or for resale, or (B) United States Person(s) who acquired
the Securities through the foreign branches of United States Financial
Institutions and who hold the Securities through such United States Financial
Institutions on the date hereof (and in either case (A) or (B), each such United
States Financial Institution hereby agrees, on its own behalf or through its
agent, to comply with the requirements of Section 165(j) (3) (A), (B) or, (C) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder),
or (iii) are owned by United States or foreign Financial Institutions for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the
Securities is a United States or foreign, Financial Institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)) this is
to further certify that such Financial Institution has not acquired the
Securities for purposes of resale directly or indirectly to a United States
Person(s) or to a person within the United States or its
possessions.

     

    If the
Securities are of the category contemplated in Section 230.903(c)(3) of
Regulation S under the Securities Act of 1933, as amended (the “Act”) then this
is also to certify that, except as set forth below (i) in the case of debt
securities, the Securities are beneficially owned by (a) non-U.S. Person(s) or
(b) U. S. Person(s) who purchased the Securities in transactions which did not
require registration under the Act: or (ii) in the case of equity securities,
the Securities are owned by (x) non-U.S. Person(s) and such persons are not
acquiring the Securities for the account or benefit of U. S. Person(s) or (y) U.
S. Person(s) who purchased the securities in a transaction which did not require
registration under the Act. If this certification is being delivered in
connection with the exercise of warrants pursuant to Section 230.902(m) of
Regulation S under the Act, then this is further to certify that, except as set
forth below, the Securities are being exercised by and on behalf of non-U.S.
Person(s). As used in this paragraph the term “U.S. Person(s)” has the meaning
given to it by Regulation S under the Act.

     

    As used
herein, “United States” means the United States of America (including the States
and the District of Columbia) and its “possessions” including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

     

    We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Securities held by
you for our account in accordance 

     

    
      
        
        

      

      
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    with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

     

    This
certificate excepts and does not relate to [      
] of such interest in the above Securities in respect of which we are not able
to certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
interest) cannot be made until we do so certify.

     

    We
understand that this certificate is required in connection with certain tax laws
and, if applicable, certain securities laws of the United States. In connection
there-with, if administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certification to any interested party
in such proceedings.

     

    *Dated:
________________,200___

     

    
      	 	
              NAME
      OF PERSON MAKING CERTIFICATION

            	 
	
              By:

            	 	 
	 	 
	 	 
	 
      

              

              *
      To be dated no earlier than the fifteenth day prior to the Certification
      Date. 

            
	
               

            


    

    


     

    
 

    
 

    
      
        
        

      

      
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