Kandi Technologies Group, Inc. - Exhibit 4.2 - Filed by newsfilecorp.com






 

 

INDENTURE 

Dated as of ____________, 20__ 

Between 

Kandi Technologies Group, Inc. 
as Issuer 

And 

[__________________________], 
as Trustee 

 

___________________ 


Debt Securities 

____________________ 




TABLE OF CONTENTS 


	  	 	Page 
	  	 	  
	ARTICLE
      I DEFINITIONS AND INCORPORATION BY REFERENCE 	1
      
	  	SECTION
      1.01. Definitions 	1
      
	  	SECTION
      1.02. Other Definitions 	3
      
	  	SECTION
      1.03 Incorporation by Reference of Trust Indenture Act
    	3
      
	  	SECTION
      1.04 Rules of Construction 	3
      
	  	 	  
	ARTICLE
      II THE SECURITIES  	4
      
	  	SECTION
      2.01 Unlimited in Amount, Issuable in Series, Form and Dating
      	 4
      
	  	SECTION
      2.02 Execution and Authentication 	6
      
	  	SECTION
      2.03 Registrar and Paying Agent 	6
      
	  	SECTION
      2.04 Paying Agent to Hold Assets in Trust 	7
      
	  	SECTION
      2.05 Holder Lists 	7
      
	  	SECTION
      2.06 Registration of Transfer and Exchange 	7
      
	  	SECTION
      2.07 Replacement Securities 	7
      
	  	SECTION
      2.08 Outstanding Securities 	8
      
	  	SECTION
      2.09 Treasury Securities 	8
      
	  	SECTION
      2.10 Temporary Securities 	8
      
	  	SECTION
      2.11 Cancellation 	8
      
	  	SECTION
      2.12 CUSIP Numbers 	8
      
	  	SECTION
      2.13 Defaulted Interest 	8
      
	  	SECTION
      2.14 Special Record Dates 	9
      
	  	 	  
	ARTICLE
      IIIREDEMPTION  	9
      
	  	SECTION
      3.01 Notices to Trustee 	9
      
	  	SECTION
      3.02 Selection of Securities to Be Redeemed 	9
      
	  	SECTION
      3.03 Notice of Redemption 	9
      
	  	SECTION
      3.04 Effect of Notice of Redemption 	10
      
	  	SECTION
      3.05 Deposit of Redemption Price 	10
      
	  	SECTION
      3.06 Securities Redeemed in Part 	10
      
	  	 	  
	ARTICLE
      IVCOVENANTS  	10
      
	  	SECTION
      4.01 Payment of Securities 	10
      
	  	SECTION
      4.02 Maintenance of Office or Agency 	10
      
	  	SECTION
      4.03 SEC Reports 	11
      
	  	SECTION
      4.04 Compliance Certificate 	11
      
	  	SECTION
      4.05 Taxes 	11
      
	  	SECTION
      4.06 Corporate Existence 	11
      
	  	 	  
	ARTICLE
      V MERGER, ETC. 	11
      
	  	SECTION
      5.01 When Company May Merge, etc. 	11
      
	  	SECTION
      5.02 Successor Corporation Substituted 	11
      
	  	 	  
	ARTICLE
      VIDEFAULTS AND REMEDIES  	12
      




i 






	  	SECTION
      6.01 Events of Default 	12
      
	  	SECTION
      6.02 Acceleration 	12
      
	  	SECTION
      6.03 Other Remedies 	13
      
	  	SECTION
      6.04 Wavier of Past Defaults 	13
      
	  	SECTION
      6.05 Control by Majority 	13
      
	  	SECTION
      6.06 Limitation on Suits 	13
      
	  	SECTION
      6.07 Rights of Holders to Receive Payment 	13
      
	  	SECTION
      6.08 Collection Suit by Trustee 	13
      
	  	SECTION
      6.09 Trustee May File Proofs of Claim 	13
      
	  	SECTION
      6.10 Priorities 	14
      
	  	SECTION
      6.11. Undertaking for Costs 	14
      
	  	 	  
	ARTICLE
      VII TRUSTEE  	14
      
	  	SECTION
      7.01. Duties of Trustee 	14
      
	  	SECTION
      7.03. Individual Rights of Trustee 	16
      
	  	SECTION
      7.04. Trustee’s Disclaimer 	16
      
	  	SECTION
      7.05. Notice of Defaults 	16
      
	  	SECTION
      7.06. Reports by Trustee to Holders 	16
      
	  	SECTION
      7.07. Compensation and Indemnity 	16
      
	  	SECTION
      7.08. Replacement of Trustee 	17
      
	  	SECTION
      7.09. Successor Trustee by Merger, Etc. 	17
      
	  	SECTION
      7.10. Eligibility; Disqualification 	17
      
	  	SECTION
      7.11. Preferential Collection of Claims Against the Company
      	18
      
	  	 	  
	ARTICLE
      VIII DISCHARGE OF INDENTURE  	18
      
	  	SECTION
      8.01. Satisfaction and Discharge of Indenture 	18
      
	  	SECTION
      8.02. Application of Trust Funds; Indemnification 	18
      
	  	SECTION
      8.03. Legal Defeasance of Securities of any Series 	19
      
	  	SECTION
      8.04. Covenant Defeasance 	20
      
	  	SECTION
      8.05. Repayment to Company 	20
      
	  	 	  
	ARTICLE
      IXAMENDMENTS, SUPPLEMENTS AND WAIVERS  	21
      
	  	SECTION
      9.01. Without Consent of Holders 	21
      
	  	SECTION
      9.02. With Consent of Holders 	21
      
	  	SECTION
      9.03. Compliance with Trust Indenture Act 	21
      
	  	SECTION
      9.04. Revocation and Effect of Consents 	21
      
	  	SECTION
      9.05. Notation on or Exchange of Securities 	21
      
	  	SECTION
      9.06. Trustee to Sign Amendment, etc 	22
      
	  	 	  
	ARTICLE
      X MISCELLANEOUS 	22
      
	  	SECTION
      10.01.Trust Indenture Act Controls 	22
      
	  	SECTION
      10.02.Notices 	22
      
	  	SECTION
      10.03.Communication by Holders with Other Holders 	23
      
	  	SECTION
      10.04.Certificate and Opinion as to Conditions Precedent
    	23
      
	  	SECTION
      10.05.Statements Required in Certificate or Opinion 	23
      
	  	SECTION
      10.06.Rules by Trustee and Agents 	23
      
	  	SECTION
      10.07.Legal Holidays 	23
      




ii 





	 	SECTION
      10.08.Duplicate Originals 	23
      
	 	SECTION
      10.09.Governing Law 	23
      
	 	SECTION
      10.10.No Adverse Interpretation of Other Agreements 	23
      
	 	SECTION
      10.11.Successors 	23
      
	 	SECTION
      10.12.Severability 	23
      
	 	SECTION
      10.13.Counterpart Originals 	24
      


iii 




CROSS-REFERENCE TABLE 

	  	Indenture 
	TIA Section 	Section 
	  	  
	Section 310 (a)(1) 	7.10 
	               
                     (a)(2) 	7.10 
	           
                       
       (a)(3) 	N.A. 
	               
                     (a)(4) 	N.A. 
	           
                       
       (a)(5) 	7.10 
	               
                     (b) 	7.08; 7.10 
	           
                         (c)
    	N.A. 
	Section 311 (a) 	7.11 
	           
                         (b)
    	7.11 
	               
                     (c) 	N.A. 
	Section 312(a) 	2.05 
	               
                     (b)(1) 	N.A. 
	           
                       
       (b)(2) 	7.06 
	               
                     (c) 	7.06; 12.02 
	           
                         (d)
    	7.06 
	Section 314 (a)(1), (2), (3) 	4.03 
	           
                       
       (a)(4) 	4.04 
	               
                     (b) 	N.A. 
	           
                       
       (c)(1) 	10.04 
	               
                     (c)(2) 	10.04 
	           
                       
       (c)(3) 	N.A. 
	               
                     (d) 	N.A. 
	           
                         (e)
    	10.05 
	               
                     (f) 	N.A. 
	Section 315 (a) 	7.01(b) 
	               
                     (b) 	7.05; 10.02 
	           
                         (c)
    	7.01(a) 
	               
                     (d) 	7.01(c) 
	           
                         (e)
    	6.11 
	Section 316(a) (last sentence) 	2.09 
	           
                       
       (a)(1)(A) 	6.05 
	               
                     (a)(1)(B) 	6.04 
	           
                       
       (a)(2) 	N.A. 
	               
                     (b) 	6.07 
	           
                         (c)
    	9.04 
	Section 317 (a)(1) 	6.08 
	           
                       
       (a)(2) 	6.09 
	               
                     (b) 	2.04 
	Section 318 (a) 	10.01 


N.A. means Not Applicable 

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

iv 




            INDENTURE
dated as of __________, 20___, between Kandi Technologies Group, Inc., a
Delaware corporation (the “Company”), as issuer, and [_______________], a
[__________] banking corporation, as Trustee (the “Trustee”). 

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

            Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of each series of the Securities: 

ARTICLE I 

.A DEFINITIONS AND INCORPORATION BY REFERENCE


                         
SECTION 1.01. Definitions. 

                          “Affiliate”
means, when used with reference to the Company or another person, any person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, the Company or such other person, as the case may be. For
the purposes of this definition, “control” when used with respect to any
specified person means the power to direct or cause the direction of management
or 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 of the foregoing. 

                         
“Agent” means any registrar, Paying Agent, authenticating agent or
co-registrar. 

                          “Board
of Directors” means, with respect to any person, the Board of Directors of a
person or any duly authorized committee of such Board of Directors. 

                          “Board
Resolution” means, with respect to any person, a copy of a resolution
certified by the secretary or an assistant secretary of such person to have been
duly adopted by the Board of Directors of such person or any duly authorized
committee thereof and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 

                         
“Business Day” means a day that is not a Legal Holiday as defined in
Section 10.07. 

                          “Company”
means the party named as such in this Indenture, or any other obligor under this
Indenture, until a successor replaces it pursuant to this Indenture and
thereafter means the successor. 

                          “Consolidated”
or “consolidated” means, when used with reference to any amount, such
amount determined on a consolidated basis in accordance with GAAP, after the
elimination of intercompany items. 

                          “Consolidated
Assets” means, at a particular date, all amounts which would be included
under total assets on a consolidated balance sheet of the Company and its
Subsidiaries as at such date, determined in accordance with GAAP. 

                          “Corporate
Trust Office” means the office of the Trustee at which at any particular
time its corporate services business shall be principally administered, which
office at the date of execution of this Indenture is located at
[__________________]. 

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

                         
“Event of Default” has the meaning provided in Section 6.01. 

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

                          “GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are applicable from time to time. 




                          “Global
Security” means a Security issued to evidence all or a part of any series of
Securities that is executed by the Company and authenticated and delivered by
the Trustee to a depositary or pursuant to such depositary’s instructions, all
in accordance with this Indenture and pursuant to Section 2.01, which
shall be registered as to principal and interest in the name of such depositary
or its nominee. 

                         
“Holder” means the person in whose name a Security is registered on the
registrar’s books. 

                          “Indebtedness”
of a Person means all obligations which would be treated as liabilities upon a
balance sheet of such Person prepared on a consolidated basis in accordance with
GAAP. 

                          “Indenture”
means this Indenture, as amended, supplemented or modified from time to time,
and shall include the terms of a particular series of Securities established as
contemplated by Section 2.01. 

                         
“Lien” means any lien, security interest, charge or encumbrance of any
kind. 

                          “Obligations”
means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness. 

                          “Officer”
of any person means the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Treasurer, the Secretary or the Controller of
such person. 

                          “Officers’
Certificate” means a certificate signed by two Officers or by an Officer and
an Assistant Treasurer, Assistant Secretary or Assistant Controller of any
person. 

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

                          “Original
Issue Discount Security” means any Security which provides that an amount
less than its principal amount is due and payable upon acceleration after an
Event of Default. 

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

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

                         
“Redemption Price” has the meaning provided in Section 3.03. 

                         
“SEC” means the Securities and Exchange Commission and any government
agency succeeding to its functions. 

                         
“Securities” means the means the securities authenticated and delivered
under this Indenture. 

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

                         
“Series” means a series of Securities established pursuant to this
Indenture. 

                          “Subsidiary”
of any Person means (i) a corporation a majority of whose capital stock with
voting power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by such Person or by such Person and a subsidiary
or subsidiaries of such Person or by a subsidiary or subsidiaries of such Person
or (ii) any other Person (other than a corporation) in which such Person or such
Person and a subsidiary or subsidiaries of such Person or a subsidiary or
subsidiaries of such Persons, at the time, directly or indirectly, own at least
a majority voting interest under ordinary circumstances. 




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

                          “Trustee”
means the party named as such above until a successor becomes such pursuant to
this Indenture and thereafter means or includes each party who is then a trustee
hereunder, and if at any time there is more than one such party,
“Trustee” as used with respect to the Securities of any series means the
Trustee with respect to Securities of that series. If Trustees with respect to
different series of Securities are Trustees under this Indenture, nothing herein
shall constitute the Trustees co-Trustees of the same trust, and each Trustee
shall be the Trustee of a trust separate and apart from any trust administered
by any other Trustee with respect to a different series of Securities. 

                          “Trust
Officer” means any officer in the corporate trust department of the Trustee
or any other officer of the Trustee assigned by the Trustee to administer this
Indenture. 

                          “U.S.
Government Obligations” means (i) direct obligations of the United States of
America for the payment of which the full faith and credit of the United States
of America is pledged or (ii) obligations of a person controlled or supervised
by and acting as an agency or instrumentality of the United States of America,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America and which in either case, are
non-callable at the option of the issuer thereof. 

                         
SECTION 1.02. Other Definitions. 


	  	Defined in 
	Term 	Section 
	  	  
	“Bankruptcy Law”. . 	6.01 
	“Custodian” . 	6.01 
	“Legal Holiday” . 	10.07 
	“Paying Agent”. 	2.03 
	“Registrar”. . 	2.03
  



                          SECTION
1.03. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA,
the provision is incorporated by reference in and made a part of this Indenture.


The following TIA terms used in this
Indenture have the following meanings: 

“indenture Securities” means
the Securities; 

“indenture Security holder”
means a Holder; 

“indenture to be qualified”
means this Indenture; 

“indenture Trustee” or 

“institutional Trustee” means
the Trustee; and 

“obligor” on the Securities
means the Company and any other obligor on the indenture Securities. 

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

                          SECTION
1.04. Rules of Construction. Unless the context
otherwise requires: (i) a term has the meaning assigned to it; (ii) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP; (iii) “or” is not exclusive; (iv) words in the singular
include the plural, and in the plural include the singular; (v) provisions apply
to successive events and transactions; and (vi) statements relating to the
payment of principal and interest shall include the payment, premium (if any)
and interest. 




ARTICLE II 

THE SECURITIES 

                         
SECTION 2.01. Unlimited in Amount, Issuable in Series, Form and
Dating. 

                          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 pursuant to a Board Resolution or an
Officers’ Certificate pursuant to authority granted under a Board Resolution or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series: 

                         
(a)        The title, ranking and authorized
denominations of such Securities; 

                         
(b)        The aggregate principal amount of
such Securities and any limit on such aggregate principal amount; 

                          (c)       
The price (expressed as a percentage of the principal amount thereof) at which
such Securities will be issued and, if other than the principal amount thereof,
the portion of the principal amount thereof payable upon declaration of
acceleration of the maturity thereof; 

                          (d)       
The date or dates, or the method for determining such date or dates, on which
the principal of such Securities will be payable; 

                          (e)       
The rate or rates (which may be fixed or variable), or the method by which such
rate or rates shall be determined, at which such Securities will bear interest,
if any; 

                          (f)       
The date or dates, or the method for determining such date or dates, from which
any such interest will accrue, the dates on which any such interest will be
payable, the record dates for such interest payment dates, or the method by
which such dates shall be determined, the persons to whom such interest shall be
payable, and the basis upon which interest shall be calculated if other than
that of a 360-day year of twelve 30-day months; 

                          (g)       
The place or places where the principal of and interest, if any, on such
Securities will be payable, where such Securities may be surrendered for
registration of transfer or exchange and where notices or demands to or upon the
Company in respect of such Securities and this Indenture may be served; 

                          (h)       
The period or periods, if any, within which, the price or prices at which and
the other terms and conditions upon which such Securities may, pursuant to any
optional or mandatory redemption provisions, be redeemed, as a whole or in part,
at the option of the Company; 

                          (i)       
The obligation, if any, of the Company to redeem, repay or purchase such
Securities pursuant to any sinking fund or analogous provision or at the option
of a holder thereof, and the period or periods within which, the price or prices
at which and the other terms and conditions upon which such Securities will be
redeemed, repaid or purchased, as a whole or in part, pursuant to such
obligation; 

                          (j)       
If other than U.S. dollars, the currency or currencies in which such Securities
are denominated and payable, which may be a foreign currency or units of two or
more foreign currencies or a composite currency or currencies, and the terms and
conditions relating thereto; 

                          (k)       
Whether the amount of payments of principal of (and premium, if any) or
interest, if any, on such Securities may be determined with reference to an
index, formula or other method (which index, formula or method may, but need not
be, based on the yield on or trading price of other Securities, including United
States Treasury Securities, or on a currency, currencies, currency unit or
units, or composite currency or currencies) and the manner in which such amounts
shall be determined; 

                          (l)       
Whether the principal of or interest on the Securities of the series is to be
payable, at the election of the Company or a holder thereof, in a currency or
currencies, currency unit or units or composite currency or currencies other
than that in which such Securities are denominated or stated to be payable,
the period or periods within which, and the terms and conditions upon which,
such election may be made, and the time and manner of, and identity of the
exchange rate agent with responsibility for, determining the exchange rate
between the currency or currencies, currency unit or units or composite currency
or currencies in which such Securities are denominated or stated to be payable
and the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable; 




                          (m)       
Provisions, if any, granting special rights to the holders of Securities of the
series upon the occurrence of such events as may be specified; 

                          (n)       
Any deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the series, whether or
not such Events of Default or covenants are consistent with the Events of
Default or covenants described herein; 

                          (o)       
Whether and under what circumstances the Company will pay any additional amounts
on such Securities in respect of any tax, assessment or governmental charge and,
if so, whether the Company will have the option to redeem such Securities in
lieu of making such payment; 

                          (p)       
Whether Securities of the series are to be issuable as registered Securities,
bearer Securities (with or without coupons) or both, any restrictions applicable
to the offer, sale or delivery of bearer Securities and the terms upon which
bearer Securities of the series may be exchanged for registered Securities of
the series and vice versa (if permitted by applicable laws and regulations),
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 with or without coupons 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 or any authorized form
and denomination and the circumstances under which any such exchanges may occur,
if other than in the manner provided in this Indenture, and, if registered
Securities of the series are to be issuable as a Global Security, the identity
of the depositary for such series; 

                          (q)       
The date as of which any bearer Securities of the series and any temporary
Global Security representing outstanding Securities of the series shall be dated
if other than the date of original issuance of the first Security of the series
to be issued; 

                   (r)       
The person to whom any interest on any registered 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 manner in which, or the person to whom, any
interest on any bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and 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 this Indenture; 

                         
(s)        Whether such Securities will be
issued in certificated or book entry form; 

                          (t)       
The applicability, if any, of the legal defeasance and covenant defeasance
provisions of this Indenture to the Securities of the series; 

                          (u)       
If the Securities of such series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security of such series)
only upon receipt of certain certificates or other documents or satisfaction of
other conditions, then the form and/or terms of such certificates, documents or
conditions; 

                         
(v)        Whether the Securities will be
listed for trading on an exchange and the identity of such exchange; (w) Whether
any underwriters will act as market makers for the Securities; (x) Any
guarantees of such Securities by the Company’s Subsidiaries or others; 

                          (y)       
The date or dates, if any, after which the Securities may be converted or
exchanged into or for shares of the Company’s common stock or another company’s
securities or properties or cash and the terms for any such conversion or
exchange; 




                         
(z)        Any other terms of the series.


                          The
Securities of any series shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided in a written
order of the Company, in each case with such insertions, omission, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed or of the depository,
or to conform to usage. 

The Trustee’s Certificate of
Authentication shall be in substantially the following form: 

“This is one of the Securities of the
series designated in accordance with, and referred to in the within-mentioned
Indenture. 

Dated: 

[____________________], as Trustee


By:
________________________________________________________
       
Authorized Signatory” 

                          SECTION
2.02. Execution and Authentication. Two Officers shall
sign the Securities for the Company by manual or facsimile signature. 

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


                          A
Security shall not be valid until authenticated by the manual signature of the
Trustee. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. 

                          The
Trustee shall authenticate Securities for original issue upon a written order of
the Company signed by one Officer of the Company. 

                          The
Trustee may appoint an authenticating agent reasonably acceptable to the Company
to authenticate Securities. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company. 

                          If
the Company shall establish pursuant to Section 2.01 that the Securities
of a series are to be issued in the form of one or more Global Securities, then
the Company shall execute and the Trustee shall authenticate and deliver one or
more Global Securities that (i) shall represent and shall be denominated in an
amount equal to the aggregate principal amount of all of the Securities of such
series to be issued in the form of Global Securities and not yet canceled, (ii)
shall be registered in the name of the depositary for such Global Security or
Securities or the nominee of such depositary, (iii) shall be delivered by the
Trustee to such depositary or pursuant to such depositary’s instructions, and
(iv) shall bear a legend substantially to the following effect: “Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
depositary to the nominee of the depositary or by a nominee of the depositary to
the depositary or another nominee of the depositary or by the depositary or any
such nominee to a successor depositary or a nominee of such successor
depositary.” 

                   Each
depositary designated pursuant to Section 2.01 must, at the time of its
designation and at all times while it services as depositary, be a clearing
agency registered under the Exchange Act. 

                          SECTION
2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities of a particular series may be
presented for registration of transfer or for exchange (the “Registrar”)
and an office or agency where Securities may be presented for payment (the
“Paying Agent”). The registrar for a particular series of Securities
shall keep a register of the Securities of that series and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional Paying Agents for each series of Securities. The term “Paying Agent”
includes any additional paying agent and the term “Registrar” includes any
additional registrar. The Company may change any Paying Agent or registrar
without prior notice to any Holder. 




                          The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which shall incorporate the terms of the TIA and
implement the terms of this Indenture which relate to such Agent. The Company
shall give prompt written notice to the Trustee of the name and address of any
Agent who is not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Company or any Affiliate of the Company may act as Paying Agent or
Registrar. 

                          The
Company hereby initially appoints the Trustee as Registrar and Paying Agent for
each series of Securities unless another Registrar or Paying Agent, as the case
may be, is appointed prior to the time the Securities of that series are first
issued. 

                          SECTION
2.04. Paying Agent to Hold Assets in Trust. The Company
shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee
all assets held by the Paying Agent for the payment of principal of and interest
on the Securities (whether such money has been paid to it by the Company or any
other obligor on the Securities) and shall notify the Trustee of any failure by
the Company (or any other obligor on the Securities) in making any such payment.
While any such failure continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than
the Company or a Subsidiary of the Company) shall have no further liability for
the money so paid over to the Trustee. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. 

                          SECTION
2.05. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders, separately by series, and shall otherwise
comply with TIA Section 312(a). If the Trustee is not the registrar, the Company
shall furnish to the Trustee on or before each interest payment date for the
Securities and at such other times as the Trustee may request in writing a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Holders, separately by series, relating to such interest
payment date or request, as the case may be. 

                          SECTION
2.06. Registration of Transfer and Exchange. When Securities
of a series are presented to the registrar or a co-registrar with a request to
register their transfer or to exchange them for an equal principal amount of
Securities of other denominations, the registrar or co-registrar shall register
the transfer or make the exchange if its requirements for such transaction are
met. To permit registrations of transfer and exchanges, the Company shall issue
and the Trustee shall authenticate Securities at the registrar’s or
co-registrar’s request. No service charge shall be made for any registration of
transfer or exchange, 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 registration, transfer or exchange of Securities other than exchanges
pursuant to Section 2.10, 3.06 or 9.05 not involving any
transfer. 

                          The
registrar or co-registrar shall not be required to register the transfer or
exchange of (i) any Security of a particular series selected for redemption in
whole or in part, except the unredeemed portion of any Security of that series
being redeemed in part, or (ii) any Security of a particular series during a
period beginning at the opening of business 15 days before the day of any
selection of Securities of that series for redemption under Section 3.02
and ending at the close of business on the date of selection. 

                          Any
Holder of a beneficial interest in a Global Security shall, by acceptance of
such beneficial interest, agree that transfers of beneficial interest in such
Global Security may be effected only through a book entry system maintained by
the holder of such Global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book
entry system. 

                          SECTION
2.07. Replacement Securities. If a mutilated Security
is surrendered to the Trustee or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security of the same series if
the requirements of the Trustee and the Company are met; provided that,
if any such Security has been called for redemption in accordance with the terms
thereof, the Trustee may pay the Redemption Price thereof on the Redemption Date without authenticating or
replacing such Security. The Trustee or the Company may, in either case, require
the Holder to provide an indemnity bond sufficient in the judgment of each of
the Trustee and the Company to protect the Company, the Trustee or any Agent
from any loss which any of them may suffer if a Security is replaced or if the
Redemption Price therefor is paid pursuant to this Section. The Company may
charge the Holder who has lost a Security for its expenses in replacing a
Security. 




                          Every
replacement Security is an obligation of the Company and shall be entitled to
the benefits of this Indenture equally and proportionately with any and all
other Securities of the same series. 

                          SECTION
2.08. Outstanding Securities. The Securities of any
series outstanding at any time are all the Securities of that series
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation and those described in this Section as not outstanding. 

                          If
a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding and interest ceases to accrue unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.


                          If
all principal of and interest on any of the Securities are considered paid under
Section 4.01, such Securities shall cease to be outstanding and interest
on them shall cease to accrue. 

                          Except
as provided in Section 2.09, a Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds such Security. 

            For
each series of Original Issue Discount Securities, the principal amount of such
Securities that shall be deemed to be outstanding and used to determine whether
the necessary Holders have given any request, demand, authorization, direction,
notice, consent or waiver, shall be the principal amount of such Securities that
could be declared to be due and payable upon acceleration upon an Event of
Default as of the date of such determination. When requested by the Trustee, the
Company will advise the Trustee of such amount, showing its computations in
reasonable detail. 

                          SECTION
2.09. Treasury Securities. In determining whether the
Holders of the required principal amount of Securities of any series have
concurred in any direction, waiver or consent, Securities owned by the Company
or an Affiliate of the Company shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which such Trustee actually knows are so owned shall be so
disregarded. 

                          SECTION
2.10. Temporary Securities. Until definitive Securities
are ready for delivery, the Company may prepare and execute and the Trustee
shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. Holders of temporary Securities
shall be entitled to all of the benefits of this Indenture. 

                          SECTION
2.11. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange, payment or repurchase. The Trustee shall cancel all
Securities surrendered for registration of transfer, exchange, payment,
repurchase, redemption, replacement or cancellation and shall destroy such
Securities (subject to the record retention requirements of the Exchange Act).
Certification of the destruction of all cancelled Securities shall be promptly
delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation. 

                          SECTION
2.12. CUSIP Numbers. The Company in issuing the
Securities may use “CUSIP” numbers (if then generally in use), and the Trustee
shall use CUSIP numbers in notices of redemption or exchange as a convenience to
Holders; provided that any such notice shall state that no representation
is made as to the correctness of such numbers either as printed on the
Securities or as contained in any such notice 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 shall promptly notify the Trustee of any change in the CUSIP
numbers. 

                          SECTION
2.13. Defaulted Interest. If the Company fails to make
a payment of interest on any series of Securities, it shall pay such defaulted
interest plus (to the extent lawful) any interest payable on the defaulted
interest, in any lawful manner. It may elect to pay such defaulted interest, plus any such
interest payable on it, to the Persons who are Holders of such Securities on
which the interest is due on a subsequent special record date. The Company shall
notify the Trustee in writing of the amount of defaulted interest proposed to be
paid on each such Security. The Company shall fix any such record date and
payment date for such payment. At least 15 days before any such record date, the
Company shall mail to Holders affected thereby a notice that states the record
date, payment date, and amount of such interest to be paid. 




                          SECTION
2.14. Special Record Dates. The Company may, but shall
not be obligated to, set a record date for the purpose of determining the
identity of Holders entitled to consent to any supplement, amendment or waiver
permitted by this Indenture. If a record date is fixed, the Holders of
Securities of that series outstanding on such record date, and no other Holders,
shall be entitled to consent to such supplement, amendment or waiver or revoke
any consent previously given, whether or not such Holders remain Holders after
such record date. No consent shall be valid or effective for more than 90 days
after such record date unless consents from Holders of the principal amount of
Securities of that series required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.


ARTICLE III 

.B REDEMPTION 

                          SECTION
3.01. Notices to Trustee. If the Company elects to
redeem Securities of any series pursuant to any optional redemption provisions
thereof, it shall notify the Trustee of the intended Redemption Date and the
principal amount of Securities of that series to be redeemed. 

                          The
Company shall give each notice provided for in this Section and an Officers’
Certificate at least 45 days before the Redemption Date (unless a shorter period
shall be satisfactory to the Trustee). 

                          SECTION
3.02. Selection of Securities to Be Redeemed. If fewer
than all the Securities of any series are to be redeemed, the Trustee shall
select the Securities of that series to be redeemed from the outstanding
Securities of that series to be redeemed by a method that complies with the
requirements of any exchange on which the Securities of that series are listed,
or, if the Securities of that series are not listed on an exchange, on a pro
rata basis or by lot, which in any case shall be in accordance with a method the
Trustee considers fair and appropriate. 

                          Except
as otherwise provided as to any particular series of Securities, Securities and
portions thereof that the Trustee selects shall be in amounts equal to the
minimum authorized denomination for Securities of the series to be redeemed or
any integral multiple thereof. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly in writing of the
Securities or portions of Securities to be called for redemption. 

                          SECTION
3.03. Notice of Redemption. At least 30 days but not
more than 60 days before the Redemption Date, the Company shall mail a notice of
redemption by first-class mail to each Holder whose Securities are to be
redeemed at the address of such Holder appearing in the register. 

                         
The notice shall identify the Securities of the series to be redeemed and shall
state: 

                  
(1)        the Redemption Date; 

                   (2)       
the redemption price fixed in accordance with the terms of the Securities of the
series to be redeemed, plus accrued interest, if any, to the date fixed for
redemption (the “Redemption Price”); 

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

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




                   (5)       
that Securities called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price; 

                   (6)       
that, unless the Company defaults in payment of the Redemption Price, interest
on Securities called for redemption ceases to accrue on and after the Redemption
Date; and 

                  
(7)        the CUSIP number, if any, of the
Securities to be redeemed. 

                          At
the Company’s written request, the Trustee shall give the notice of redemption
in the Company’s name and at its expense. The notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the Holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the Holder of any Security shall not affect
the validity of the proceeding for the redemption of any other Security. 

                          SECTION
3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Redemption Date at the Redemption Price. Upon surrender to the Paying Agent,
such Securities shall be paid at the Redemption Price. 

                          SECTION
3.05. Deposit of Redemption Price. On or before the
Redemption Date, the Company shall deposit with the Trustee or with the Paying
Agent (or if the Company or any Subsidiary of the Company is acting as its own
Paying Agent, the Company or such Subsidiary shall segregate and hold in trust)
money sufficient to pay the Redemption Price on all Securities to be redeemed on
that date other than Securities or portions thereof called for redemption on
that date which have been delivered by the Company to the Trustee for
cancellation. The Paying Agent shall promptly return to the Company any money
not required for that purpose. 

                          SECTION
3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder at the expense of the Company, a new Security of the
same series equal in principal amount to the unredeemed portion of the Security
surrendered. 

ARTICLE IV 

COVENANTS 

                          SECTION
4.01. Payment of Securities. The Company shall pay or
cause to be paid the principal of and interest on the Securities on the dates
and in the manner provided in this Indenture and the Securities. Principal and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or an Affiliate, holds as of 11:00 a.m. New York time on that
date immediately available funds designated for and sufficient to pay all
principal and interest then due. To the extent lawful, the Company shall pay
interest on overdue principal and overdue installments of interest at the rate
per annum borne by the applicable series of Securities. 

                          SECTION
4.02. Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, the City of New York, or in
[_______________], an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee or registrar) where Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee. 

                          The
Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, the City of New York, or [___________], for such
purposes. The Company shall 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. 

                         
The Company hereby designates the Corporate Trust Office of the Trustee as one
such office or agency of the Company in accordance with Section 2.03.





                          SECTION
4.03. SEC Reports. The Company shall deliver to the
Trustee within 15 days after it files them with the SEC copies of the annual
reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act; provided, however, the Company shall
not be required to deliver to the Trustee any materials for which the Company
has sought and received confidential treatment by the SEC. The Company also
shall comply with the other provisions of TIA Section 314 (a). 

                          SECTION
4.04. Compliance Certificate. The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers’ Certificate stating that in the course of the performance
by the signers of their duties as officers of the Company, they would normally
have knowledge of any failure by the Company to comply with all conditions, or
default by the Company with respect to any covenants, under this Indenture, and
further stating whether or not they have knowledge of any such failure or
default and, if so, specifying each such failure or default and the nature
thereof. For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided for in
this Indenture. The certificate need not comply with Section 10.04. 

                          SECTION
4.05. Taxes. The Company shall pay prior to
delinquency, all material taxes, assessments, and governmental levies except as
contested in good faith by appropriate proceedings. 

                          SECTION
4.06. Corporate Existence. Subject to Article V
hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence and (ii)
the material rights (charter and statutory), licenses and franchises of the
Company and its Subsidiaries taken as a whole; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise if the Board of Directors or management of the Company shall determine
that the preservation thereof is no longer in the best interests of the Company,
and that the loss thereof is not adverse in any material respect to the Holders.


ARTICLE V 

MERGER, ETC. 

                          SECTION
5.01. When Company May Merge, etc. (a) The Company
shall not consolidate or merge with or into, or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets to, any
Person unless: (i) the Person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, assignment, transfer,
lease, conveyance or disposition has been made, is a corporation organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia; (ii) the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or disposition has been made, assumes by
supplemental indenture satisfactory in form to the Trustee all the obligations
of the Company under the Securities and this Indenture; and (iii) immediately
after such transaction, and giving effect thereto, no Default or Event of
Default shall have occurred and be continuing. Notwithstanding the foregoing,
the Company may merge with another Person or acquire by purchase or otherwise
all or any part of the property or assets of any other corporation or Person in
a transaction in which the surviving entity is the Company. 

                          (b)       
In connection with any consolidation, merger, sale, assignment, transfer or
lease contemplated by this Section 5.01, the Company shall deliver, or cause to
be delivered, to the Trustee, in form and substance reasonably satisfactory to
the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, assignment, transfer or lease and the
supplemental indenture in respect thereof comply with Article V and the
TIA and that all conditions precedent herein provided for relating to such
transaction have been complied with. 

                          SECTION
5.02. Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein. In the event of any such sale
or conveyance, but not any such lease, the Company or any successor corporation
which thereafter shall have become such in the manner described in this
Article V shall be discharged from all obligations and covenants under
this Indenture and the Securities and may be dissolved, wound up or liquidated.





ARTICLE VI 

DEFAULTS AND REMEDIES 

                          SECTION
6.01. Events of Default. An “Event of Default” occurs
with respect to Securities of any particular series, unless in the establishing
Board Resolutions, Officers’ Certificate or supplemental indenture hereto, it is
provided that such series shall not have the benefit of any such Event of
Default, when any of the following occurs: 

                   (i)       
the Company defaults in the payment of interest on any Security of that series
when it becomes due and payable and such default continues for a period of 30
days; 

                   (ii)      
the Company defaults in the payment of the principal of any Security of that
series when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise; 

                   (iii)     
the Company fails to comply with any of its other agreements or covenants in, or
provisions of, the Securities of that series or this Indenture and the Default
continues for the period and after the notice specified below; 

                   (iv)      
the Company pursuant to or within the meaning of any Bankruptcy Law: (A)
commences a voluntary case or proceeding, (B) consents to the entry of an order
for relief against it in an involuntary case or proceeding, (C) consents to the
appointment of a Custodian of it or for all or substantially all of its
property, or (D) makes a general assignment for the benefit of its creditors; or


                   (v)       
a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that: (A) is for relief against the Company in an involuntary case or
proceeding, (B) appoints a Custodian for the Company or for all or substantially
all of the Company’s property, or (C) orders the liquidation of the Company;


and in case of (v) the order or decree remains unstayed and in
effect for 60 days. 

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

                          A
Default under clause (iii) of this Section 6.01 is not an Event of Default with
respect to a particular series of Securities until the Trustee notifies the
Company in writing, or the Holders of at least 25% in principal amount of the
outstanding Securities of that series notify the Company and the Trustee, in
writing, of the Default, and the Company does not cure the Default within 30
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a “Notice of Default”. 

                          SECTION
6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in clause (iv) or (v) of Section 6.01) occurs and
is continuing, the Trustee or the Holders of at least 25% of the principal
amount of the outstanding Securities of that series, by written notice to the
Company may declare due and payable 100% of the principal amount (or, in the
case of Original Issue Discount Securities, such lesser amount as may be
provided for in such Securities) of the Securities of that series plus any
accrued interest to the date of payment. Upon a declaration of acceleration,
such principal (or such lesser amount) and accrued interest to the date of
payment shall be due and payable. If an Event of Default specified in clause
(iv) or (v) of Section 6.01 occurs, all unpaid principal and accrued interest on
the Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. 

                          The
Holders of a majority of the outstanding principal amount of the Securities of
that series by written notice to the Trustee may rescind an acceleration and its
consequences if (i) all existing Events of Default other than the nonpayment of
principal (or such lesser amount) of or interest on the Securities of that
series which have become due solely because of the acceleration, have been cured
or waived and (ii) the rescission would not conflict with any judgment or decree
of a court of competent jurisdiction. 




                         
SECTION 6.03. Other Remedies. If an Event of Default
occurs and is continuing with respect to any series of Securities, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Securities of that series or to
enforce the performance of any provision of the Securities of that series or
this Indenture. 

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

                          SECTION
6.04. Waiver of Past Defaults. Subject to Sections
6.07 and 9.02, the Holders of at least a majority in principal amount
of the outstanding Securities of any series by notice to the Trustee may waive
an existing Default or Event of Default and its consequences with respect to
that series, except a Default in the nonpayment of the principal of or interest
on any Security of that series (provided, however, that the
Holders of a majority in principal amount of the then outstanding Securities of
any series may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration) . When a Default
or Event of Default is waived, it is cured and ceases. 

                         
SECTION 6.05. Control by Majority. The Holders of at
least a majority in principal amount of the outstanding Securities of any series
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it. However, the Trustee may refuse to follow any direction that conflicts with
law or this Indenture, that the Trustee determines may be unduly prejudicial to
the rights of other Holders or that may involve the Trustee in personal
liability. The Trustee may take any other action which it deems proper which is
not inconsistent with any such direction. 

                         
SECTION 6.06. Limitation on Suits. A Holder of
Securities of any series may not pursue a remedy with respect to this Indenture
or the Securities of that series unless: (i) the Holder gives to the Trustee
written notice of a continuing Event of Default with respect to such series;
(ii) the Holders of at least 25% in principal amount of the outstanding
Securities of that series make a written request to the Trustee to pursue the
remedy; (iii) such Holder or Holders offer to the Trustee indemnity satisfactory
to the Trustee against any loss, liability, cost or expense; (iv) the Trustee
does not comply with the request within 60 days after receipt of the request and
the offer of indemnity; and (v) during such 60-day period the Holders of at
least a majority in principal amount of the outstanding Securities of that
series do not give the Trustee a direction inconsistent with the request. 

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

                          SECTION
6.07. Rights of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of or interest, if any, on
the Security on or after the respective due dates expressed or provided for in
the Security, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of the Holder. 

                          SECTION
6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(i) or (ii) occurs and is
continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as Trustee of an express trust against the Company
for the whole amount of principal (or such portion of the principal as may be
specified as due upon acceleration at that time in the terms of that series of
Securities) and accrued interest, if any, remaining unpaid on the outstanding
Securities of that series, together with (to the extent lawful) interest on
overdue principal and interest, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07. 

                          SECTION
6.09. Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its creditors or its property and shall be entitled and empowered
to participate as a member, voting or otherwise, of any official committee of
creditors appointed in such matter and to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same, and any custodian in any such judicial proceedings 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 to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding. 




                          SECTION
6.10. Priorities. If the Trustee collects any money
pursuant to this Article VI, it shall pay out the money in the following
order: 

                  
FIRST: to the Trustee, its agents and attorneys for amounts due under Section
7.07, including payment of all compensation, expense and liabilities
incurred, and all advances made by the Trustee and the costs and expenses of
collection; 

                          SECOND:
to Holders of any particular series of Securities for amounts due and unpaid on
the Securities of such series for principal and interest, if any, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Securities of such series for principal and interest,
respectively; and 

                   THIRD:
to the Company or any other obligors on the Securities of that series, as their
interests may appear, or as a court of competent jurisdiction may direct. 

                         
The Trustee, upon prior written notice to the Company, may fix a record date and
payment date for any payment to Holders pursuant to this Section 6.10. The
Trustee shall notify the Company in writing reasonably in advance of any such
record date and payment date. 

                          SECTION
6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 or a suit by Holders of more than 10% in principal amount of
the outstanding Securities of that series. 

ARTICLE VII 

TRUSTEE 

                          SECTION
7.01. Duties of Trustee. 

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

                          (b)       
Except during the continuance of an Event of Default: (1) the Trustee need
perform only those duties that are specifically set forth in this Indenture or
the TIA, and no implied covenants or obligations shall be read into this
Indenture against the Trustee and (2) in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not, on
their face, they conform to the requirements of this Indenture. 

                          (c)       
The Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct except that: (1) this
paragraph does not limit the effect of paragraph (b) of this Section
7.01, (2) the Trustee shall not be liable for any error of judgment made in
good faith by a Trust Officer or other officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts and (3) the Trustee
shall not be liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it pursuant to Section
6.05. 

                          (d)       
Whether or not therein expressly so provided, every provision of this Indenture
that in any way relates to the Trustee is subject to paragraphs (a), (b), (c)
and (e) of this Section 7.01. 




                          (e)       
No provision of this Indenture shall require the Trustee to expend or risk its
own funds or incur any liability. The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity satisfactory to it
against any loss, liability, cost or expense (including, without limitation,
reasonable fees of counsel). 

                          (f)       
The Trustee shall not be obligated to pay interest on any money or other assets
received by it unless otherwise agreed in writing with the Company. Assets held
in trust by the Trustee need not be segregated from other funds except to the
extent required by law. 

     SECTION 7.02. Rights of
Trustee. Subject to Section 7.01: 

                          (a)       
The Trustee may conclusively rely on any document (whether in its original or
facsimile form) reasonably believed by it to be genuine and to have been signed
or presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document. The Trustee shall receive and retain financial
reports and statements of the Company as provided herein, but shall have no duty
to review or analyze such reports or statements to determine compliance under
covenants or other obligations of the Company. 

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

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

                          (d)       
The Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers, unless
the Trustee’s conduct constitutes willful misconduct or negligence. 

                          (e)       
The Trustee may consult with counsel of its selection, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel. 

                          (f)       
The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Trust 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. 

                          (g)       
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 to each agent, custodian and other Person employed to act
hereunder. 

                          (h)       
The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Holders pursuant to the provisions of this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby. 

                          (i)       
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 request, and in the absence of bad faith or willful
misconduct on its part, rely upon an Officers’ Certificate and an Opinion of
Counsel. 

                          (j)       
The Trustee may request that the Company deliver an Officers’ Certificate
setting for the names of individuals and/or titles of officers authorized at
such times to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person specified as so authorized in any such
certificate previously delivered and not superseded. 




                         
SECTION 7.03. Individual Rights of Trustee.

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

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

                          SECTION
7.05. Notice of Defaults. If a Default or Event of
Default with respect to the Securities of any series occurs and is continuing,
and if it is known to the Trustee, the Trustee shall mail to Holders a notice of
the Default or Event of Default within 90 days after the occurrence thereof.
Except in the case of a Default or Event of Default in payment of any such
Security, the Trustee may withhold the notice if and so long as it in good faith
determines that withholding the notice is in the interests of the Holders. 

                          SECTION
7.06. Reports by Trustee to Holders. The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required by TIA Section 3.13 at the times and in the
manner provided by the TIA, which shall initially be not less than every twelve
months commencing on and may be dated as of a date up to 75 days prior to such
transmission. 

                          A
copy of each report at the time of its mailing to Holders shall be filed with
the SEC, if required, and each stock exchange, if any, on which the Securities
are listed. The Company shall promptly notify the Trustee when the Securities of
any series are listed on any stock exchange. 

                          SECTION
7.07. Compensation and Indemnity. The Company shall be
liable for paying to the Trustee from time to time reasonable compensation for
its acceptance of this Indenture and services hereunder as the Company and the
Trustee shall from time to time agree in writing. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall be liable for reimbursing the Trustee upon request for
all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, costs of preparing and reviewing reports, certificates and other
documents, costs of preparation and mailing of notices to Securityholders and
reasonable costs of counsel retained by the Trustee in connection with the
delivery of an Opinion of Counsel or otherwise, in addition to the compensation
for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel,
accountants and experts. The Company shall indemnify the Trustee against any and
all loss, liability, damages, claims or expense (including reasonable attorneys’
fees and expenses) incurred by it without negligence, bad faith or willful
misconduct on its part in connection with the administration of this trust and
the performance of its duties hereunder, including the costs and expense of
enforcing this Indenture (including this Section 7.07) and of defending
itself against any claims (whether asserted by any Securityholder, the Company
or otherwise). Failure by the Trustee to so notify the Company shall not relieve
the Company of its obligations hereunder. The Company shall defend the claim,
and the Trustee shall provide reasonable cooperation at the Company’s expense in
the defense. The Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel, provided that the Company shall not be
required to pay such fees and expenses if it assumes the Trustee’s defense, and,
in the reasonable judgment of outside counsel to the Trustee, there is no
conflict of interest between the Company and the Trustee in connection with such
defense. Notwithstanding the foregoing, the Company need not reimburse any
expense or indemnify against any loss, liability or expense which is finally
determined by a court of competent jurisdiction to have been incurred by the
Trustee through the Trustee’s own willful misconduct, negligence or bad faith.


                          To
secure the Company’s payment obligations in this Section, the Trustee shall have
a lien prior to the Securities on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and
interest on particular Securities. Such lien shall survive the satisfaction and
discharge of this Indenture. The Trustee’s right to receive payment of any
amounts due under this Section 7.07 shall not be subordinate to any other
liability or Indebtedness of the Company. 

                          The
Company’s and the Subsidiary Guarantors’ payment obligations pursuant to this
Section shall survive the discharge of this Indenture. When the Trustee incurs
expenses after the occurrence of an Event of Default specified in clause (iv) or
clause (v) of Section 6.01 with respect to the Company, the expenses are
intended to constitute expenses of administration under any Bankruptcy Law. 




                          SECTION
7.08. Replacement of Trustee. A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08. 

                          The
Trustee may resign and be discharged from the trust hereby created with respect
to one or more or all series of Securities by so notifying the Company in
writing. The Holders of a majority in principal amount of the then outstanding
Securities of any series may remove the Trustee with respect to that series by
so notifying the Trustee and the Company in writing. The Company may remove the
Trustee with respect to one or more or all series of Securities if: (i) the
Trustee fails to comply with Section 7.10 or TIA Section 310; (ii) the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law; (iii) a Custodian or
public officer takes charge of the Trustee or its property; or (iv) the Trustee
becomes incapable of acting. 

                          If,
as to any series of Securities, the Trustee resigns or is removed or if a
vacancy exists in the office of the Trustee for any reason, the Company shall
promptly appoint a successor Trustee for that series of Securities. The Trustee
shall be entitled to payment of its fees and reimbursement of its expenses while
acting as Trustee. Within one year after the successor Trustee takes office, the
Holders of at least a majority in principal amount of then outstanding
Securities of that series may appoint a successor Trustee to replace the
successor Trustee appointed by the Company. 

                          Any
Holder of Securities of that series may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee if the Trustee fails to comply with Section 7.10. 

                          A
successor Trustee as to any series of Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The Company shall mail a notice of
the successor Trustee’s succession to the Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the
Company’s obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee with respect to expenses, losses and liabilities
incurred by it prior to such replacement. 

                          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) shall contain such
provisions as shall be 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 or desirable to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; provided, however, that nothing herein or in
such supplemental indenture shall constitute such Trustees to be co-Trustees of
the same trust and that each such Trustee shall be Trustee of a trust hereunder
separate and apart from any trust hereunder administered by any other such
Trustee. 

                          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. 

                          SECTION
7.09. Successor Trustee by Merger, Etc. Subject to
Section 7.10, if the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor entity without any
further act shall be the successor Trustee as to that series of Securities. 

                          SECTION
7.10. Eligibility; Disqualification. Each series of
Securities shall always have a Trustee who satisfies the requirements of TIA
Section 310(a) (1), (2) and (5). The Trustee as to any series of Securities
shall always have a combined capital and surplus of at least $100 million as set
forth in its most recent published annual report of condition. The Trustee is
subject to TIA Section 310(b). 




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

ARTICLE VIII 

DISCHARGE OF INDENTURE 

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


                         
(a)        either 

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

(ii)        all such Securities
not theretofore delivered to the Trustee for cancellation (1) have become due
and payable, or (2) will become due and payable at their stated maturity within
one year, or 

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

(4)        are deemed paid and
discharged pursuant to Section 8.03, as applicable; 

and the Company, in the case of (1),
(2) or (3) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust an amount sufficient for the purpose of paying and
discharging the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and interest to the date of such
deposit (in the case of Securities which have become due and payable on or prior
to the date of such deposit) or to the stated maturity or redemption date, as
the case may be; 

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

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

                          Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.07, and, if money shall have been
deposited with the Trustee pursuant to clause (a) of this Section or if money or
obligations shall have been deposited with or received by the Trustee pursuant
to Section 8.03, the obligations of the Trustee under Section 8.02
and Section 8.05 shall survive. 

                         
SECTION 8.02. Application of Trust Funds; Indemnification.


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




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

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

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

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

                          (ii)      
the Company’s obligations with respect to such Securities of such series under
Sections 2.03, 2.06 and 2.07; and 

                          (iii)     
the rights, powers, trust and immunities of the Trustee hereunder and the duties
of the Trustee under Section 8.02 and the duty of the Trustee to
authenticate Securities of such series issued on registration of transfer of
exchange; 

                         
provided that, the following conditions shall have been satisfied: 

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

                         
(b)        such deposit will not result in a
breach or violation of, or constitute a default under, this Indenture; 

                          (c)       
no Default or Event of Default with respect to the Securities of such series
shall have occurred on the date of such deposit and 91 days shall have passed
after the deposit has been made, and, during such 91 day period, no Default
specified in Section 6.0l(iv) or (v) with respect to the Company occurs which is
continuing at the end of such period; 

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




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

                          (f)       
such deposit shall not result in the trust arising from such deposit
constituting an investment company (as defined in the Investment Company Act of
1940, as amended), or such trust shall be qualified under such Act or exempt
from regulation thereunder; and 

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

                          SECTION
8.04. Covenant Defeasance. Unless this Section
8.04 is otherwise inapplicable to Securities of any series, on and after the
91st day after the date of the deposit referred to in subparagraph (a) hereof,
the Company may omit to comply with any term, provision or condition set forth
under Sections 4.03, 4.04 and 4.05 as well as any
additional covenants contained in a supplemental indenture hereto for a
particular series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.01 (and the failure to comply
with any such provisions shall not constitute a Default or Event of Default
under Section 6.01) and the occurrence of any event described in
clause (e) of Section 6.01 shall not constitute a Default or Event of
Default hereunder, with respect to the Securities of such series, provided that
the following conditions shall have been satisfied: 

                          (a)       
With reference to this Section 8.04, the Company has deposited or caused
to be irrevocably deposited (except as provided in Section 8.03) with the
Trustee as trust funds in trust, specifically pledged as Security for, and
dedicated solely to, the benefit of the Holders of such Securities, cash in U.S.
Dollars and/or U.S. Government Obligations which through the payment of interest
and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay principal and interest, if any, on and
any mandatory sinking fund in respect of the Securities of such series on the
dates such installments of interest or principal are due; 

                         
(b)        Such deposit will not result in a
breach or violation of, or constitute a default under, this Indenture; 

                          (c)       
No Default or Event of Default with respect to the Securities of such series
shall have occurred on the date of such deposit and 91 days shall have passed
after the deposit has been made, and, during such 91 day period, no Default
specified in Section 6.01(iv) or (v) with respect to the Company occurs which is
continuing at the end of such period; 

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

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

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

                          SECTION
8.05. Repayment to Company. The Trustee and the Paying
Agent shall pay to the Company upon request any money held by them for the
payment of principal or interest that remains unclaimed for two years after the
date upon which such payment shall have become due. After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
Person. 




ARTICLE IX 

AMENDMENTS, SUPPLEMENTS AND WAIVERS 

                          SECTION
9.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without the consent of any
Holder: (i) to cure any ambiguity, defect or inconsistency or make any change
required to qualify the indenture under the TIA, provided that such change does
not adversely affect the rights hereunder of any Holder in any material respect;
(ii) to comply with Section 5.01; (iii) to provide for uncertificated
Securities in addition to certificated Securities; (iv) to make any change that
does not adversely affect in any material respect the rights hereunder of any
Holder; (v) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided,
however, that any such addition, change or elimination (A) shall neither
(i) apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (ii)
modify the rights of the holder of any such Security with respect to such
provision or (B) shall become effective only when there is no outstanding
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provisions; or (vi) to establish
additional series of Securities as permitted by Section 2.01. 

                          SECTION
9.02. With Consent of Holders. The Company and the
Trustee as to any series of Securities may amend this Indenture or the
Securities of that series or waive compliance in any particular instance with
any provision of this Indenture or the Securities of that series, in each case
with the written consent of the Holders of at least a majority in principal
amount of the then outstanding Securities of that series. 

                          Without
the consent of each Holder affected, an amendment or waiver under this Section
may not: (i) reduce the principal amount of Securities, whose Holders must
consent to an amendment or waiver; (ii) reduce the rate of or change the time
for payment of interest on any Security; (iii) change the date on which any
Security may be subject to redemption or repurchase, or reduce the redemption or
repurchase price therefor; (iv) make any Security payable in currency other than
that stated in the Security; or (v) make any change in Section 6.04,
6.07 or this sentence. 

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

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

                          The
Company will mail supplemental indentures to Holders upon request. Any failure
of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or
waiver. 

                          SECTION
9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall be set forth in a
supplemental indenture that complies with the TIA as then in effect. 

                          SECTION
9.04. Revocation and Effect of Consents. Until an
amendment or waiver becomes effective, a consent to it by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security;
provided, however, that unless a record date shall have been
established pursuant to Section 2.14, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of a Security if the
Trustee receives written notice of revocation before the date the amendment or
waiver becomes effective. An amendment or waiver becomes effective on receipt by
the Trustee of consents from the Holders of the requisite percentage principal
amount of the outstanding Securities of any series, and thereafter shall bind
every Holder of Securities of that series. 

                          SECTION
9.05. Notation on or Exchange of Securities. If an
amendment or waiver changes the terms of a Security: (a) the Trustee may require
the Holder of the Security to deliver such Security to the Trustee, the Trustee
may place an appropriate notation on the Security about the changed terms and
return it to the Holder and the Trustee may place an appropriate notation on any
Security thereafter authenticated; or (b) if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms. 




                          SECTION
9.06. Trustee to Sign Amendment, etc. The Trustee shall
sign any amendment authorized pursuant to this Article IX if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not sign it. In
signing or refusing to sign such amendment, the Trustee shall be entitled to
receive and shall be fully protected in relying upon an Officers’ Certificate
and an Opinion of Counsel as conclusive evidence that such amendment is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver is the legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, subject to customary exceptions, and
complies with the provisions hereof (including Section 9.03). 

ARTICLE X 

MISCELLANEOUS 

                          SECTION
10.01. Trust Indenture Act Controls. This Indenture is
subject to the provisions of the TIA which are required to be part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.


                          SECTION
10.02. Notices. Any notice or communication to the
Company or the Trustee is duly given if in writing and delivered in person or
mailed by first-class mail to the address set forth below: 

If to the Company: 

Kandi Technologies Group, Inc.

Jinhua City Industrial Zone 
Jinhua, Zhejiang Province 
People’s
Republic of China 
Post Code 321016 
Attn: Zhu Xiaoying, Chief Financial
Officer 
+86-579-82239856 


with a copy to: 

Pryor Cashman LLP 
7 Times Square

New York, New York 10036 
Attention: Elizabeth F. Chen, Esq. 


If to the Trustee: 

[____________________]

_____________________ 
_____________________ 
_____________________

Attention:   ____________


With a copy to: 

_____________________

_____________________ 
_____________________ 
Attention:  
____________



                          The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications. 




                          Any
notice or communication to a Holder shall be mailed by first-class mail to his
address shown on the register kept by the registrar. Failure to mail a notice or
communication to a Holder or any defect in such notice or communication shall
not affect its sufficiency with respect to other Holders. 

                          If
a notice or communication is mailed or sent in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it,
except that notice to the Trustee shall only be effective upon receipt thereof
by the Trustee. 

                          If
the Company mails a notice or communication to Holders, it shall mail a copy to
the Trustee and each Agent at the same time. 

                          SECTION
10.03. Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the registrar and anyone else shall have the protection of
TIA Section 312 (c) 

                          SECTION
10.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee: (1) an
Officers’ Certificate (which shall include the statements set forth in Section
10.05) stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and (ii) an Opinion of Counsel (which shall
include the statements set forth in Section 10.05) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been complied
with. 

                          SECTION
10.05. Statements Required in Certificate or Opinion.
Each certificate (other than certificates provided pursuant to Section
4.04) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (i) a statement that the person
making such certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the opinion of such person, he or she 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 (iv) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with; provided,
however, that with respect to matters of fact, an Opinion of Counsel may
rely on an Officers’ Certificate or certificate of public officials. 

                          SECTION
10.06. Rules by Trustee and Agents. The Trustee may
make reasonable rules for action by or for a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for
its functions. 

                          SECTION
10.07. Legal Holidays. A “Legal Holiday” is a
Saturday, a Sunday or a day on which banking institutions in the City of New
York are not required or authorized to be open. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. 

                          SECTION
10.08. Duplicate Originals. The parties may sign any
number of copies of this Indenture. One signed copy is enough to prove this
Indenture. 

                          SECTION
10.09. Governing Law. The internal laws of the State of
New York shall govern this Indenture and the Securities, without regard to the
conflicts of Law rules thereof. 

                          SECTION
10.10. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture. 

                          SECTION
10.11. Successors. All agreements of the Company in
this Indenture and the Securities shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor. 

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




                          SECTION
10.13. Counterpart Originals. This Indenture may be
signed in one or more counterparts. Each signed copy shall be an original, but
all of them together represent the same agreement. 

Kandi Technologies Group, Inc.


 

By:
______________________________________________
Name: 
Title: 

Dated:
____________________________________________

 

[_________________________________________________ ] 

 

By:
______________________________________________
Name: 
Title: 

Dated:
____________________________________________