Exhibit
4.2

     

    Form
of Indenture

     

    ACORN
ENERGY, INC.

    ISSUER

     

    and

     

    [                                      
  ]

    INDENTURE
TRUSTEE

     

    INDENTURE

     

    Dated as
of ________, _____


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

     

    
      
        
          	
                  ARTICLE
      I                DEFINITIONS
      AND INCORPORATION BY REFERENCE

                	 
      	
                  1

                
	 
      	 
      	 
      
	
                  Section 1.01
      Definitions.

                	 
      	
                  1

                
	
                  Section 1.02
      Other Definitions.

                	 
      	
                  4

                
	
                  Section 1.03
      Incorporation by Reference of Trust Indenture Act.

                	 
      	
                  4

                
	
                  Section 1.04
      Rules of Construction.

                	 
      	
                  5

                
	 
      	 
      	 
      
	
                  ARTICLE
      II               THE
      SECURITIES

                	 
      	
                  5

                
	 
      	 
      	 
      
	
                  Section 2.01
      Issuable in Series.

                	 
      	
                  5

                
	
                  Section 2.02
      Establishment of Terms of Series of Securities.

                	 
      	
                  5

                
	
                  Section 2.03
      Execution and Authentication.

                	 
      	
                  7

                
	
                  Section 2.04
      Registrar and Paying Agent.

                	 
      	
                  7

                
	
                  Section 2.05
      Paying Agent to Hold Money in Trust.

                	 
      	
                  8

                
	
                  Section 2.06
      Holder Lists.

                	 
      	
                  8

                
	
                  Section 2.07
      Transfer and Exchange.

                	 
      	
                  8

                
	
                  Section 2.08
      Mutilated, Destroyed, Lost and Stolen Securities.

                	 
      	
                  8

                
	
                  Section 2.09
      Outstanding Securities.

                	 
      	
                  9

                
	
                  Section 2.10
      Treasury Securities.

                	 
      	
                  9

                
	
                  Section 2.11
      Temporary Securities.

                	 
      	
                  9

                
	
                  Section 2.12
      Cancellation.

                	 
      	
                  9

                
	
                  Section 2.13
      Defaulted Interest.

                	 
      	
                  10

                
	
                  Section 2.14
      Global Securities

                	 
      	
                  10

                
	
                  Section 2.15
      CUSIP Numbers.

                	 
      	
                  11

                
	 
      	 
      	 
      
	
                  ARTICLE
      III              REDEMPTION

                	 
      	
                  11

                
	 
      	 
      	 
      
	
                  Section 3.01
      Notice to Trustee.

                	 
      	
                  11

                
	
                  Section 3.02
      Selection of Securities to be Redeemed.

                	 
      	
                  11

                
	
                  Section 3.03
      Notice of Redemption.

                	 
      	
                  11

                
	
                  Section 3.04
      Effect of Notice of Redemption.

                	 
      	
                  12

                
	
                  Section 3.05
      Deposit of Redemption Price

                	 
      	
                  12

                
	
                  Section 3.06
      Securities Redeemed in Part.

                	 
      	
                  12

                
	 
      	 
      	 
      
	
                  ARTICLE
      IV              COVENANTS

                	 
      	
                  12

                
	 
      	 
      	 
      
	
                  Section 4.01
      Payment of Principal and Interest.

                	 
      	
                  12

                
	
                  Section 4.02
      SEC Reports.

                	 
      	
                  12

                
	
                  Section 4.03
      Compliance Certificate.

                	 
      	
                  12

                
	
                  Section 4.04
      Stay, Extension and Usury Laws.

                	 
      	
                  13

                
	 
      	 
      	 
      
	
                  ARTICLE
      V               SUCCESSORS

                	 
      	
                  13

                
	 
      	 
      	 
      
	
                  Section 5.01
      When Company May Merge, Etc.

                	 
      	
                  13

                
	
                  Section 5.02
      Successor Corporation Substituted.

                	 
      	
                  13

                
	 
      	 
      	 
      
	
                  ARTICLE
      VI              DEFAULTS
      AND REMEDIES

                	
                    

                	
                  13

                


        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      
        
          
            
              
                
                  
                    	
                            Section
      6.01 Events of Default.

                          	 
      	
                            13

                          
	
                            Section
      6.02 Acceleration of Maturity; Rescission and Annulment.

                          	 
      	
                            14

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

                          	 
      	
                            15

                          
	
                            Section
      6.04 Trustee May File Proofs of Claim.

                          	 
      	
                            15

                          
	
                            Section
      6.05 Trustee May Enforce Claims Without Possession of
      Securities.

                          	 
      	
                            16

                          
	
                            Section
      6.06 Application of Money Collected.

                          	 
      	
                            16

                          
	
                            Section
      6.07 Limitation on Suits.

                          	 
      	
                            16

                          
	
                            Section
      6.08 Unconditional Right of Holders to Receive Principal and
      Interest.

                          	 
      	
                            17

                          
	
                            Section
      6.09 Restoration of Rights and Remedies.

                          	 
      	
                            17

                          
	
                            Section
      6.10 Rights and Remedies Cumulative.

                          	 
      	
                            17

                          
	
                            Section
      6.11 Delay or Omission Not Waiver.

                          	 
      	
                            17

                          
	
                            Section
      6.12 Control by Holders.

                          	 
      	
                            17

                          
	
                            Section
      6.13 Waiver of Past Defaults.

                          	 
      	
                            17

                          
	
                            Section
      6.14 Undertaking for Costs.

                          	 
      	
                            18

                          
	 
      	 
      	 
      
	
                            ARTICLE
      VII            TRUSTEE

                          	 
      	
                            18

                          
	 
      	 
      	 
      
	
                            Section
      7.01 Duties of Trustee.

                          	 
      	
                            18

                          
	
                            Section
      7.02 Rights of Trustee.

                          	 
      	
                            19

                          
	
                            Section
      7.03 Individual Rights of Trustee.

                          	 
      	
                            20

                          
	
                            Section
      7.04 Trustee’s Disclaimer.

                          	 
      	
                            20

                          
	
                            Section
      7.05 Notice of Defaults.

                          	 
      	
                            20

                          
	
                            Section
      7.06 Reports by Trustee to Holders.

                          	 
      	
                            20

                          
	
                            Section
      7.07 Compensation and Indemnity.

                          	 
      	
                            20

                          
	
                            Section
      7.08 Replacement of Trustee.

                          	 
      	
                            21

                          
	
                            Section
      7.09 Successor Trustee by Merger, etc.

                          	 
      	
                            21

                          
	
                            Section
      7.10 Eligibility; Disqualification.

                          	 
      	
                            21

                          
	
                            Section
      7.11 Preferential Collection of Claims Against Company.

                          	 
      	
                            21

                          
	 
      	 
      	 
      
	
                            ARTICLE
      VIII           SATISFACTION
      AND DISCHARGE; DEFEASANCE

                          	 
      	
                            21

                          
	 
      	 
      	 
      
	
                            Section
      8.01 Satisfaction and Discharge of Indenture.

                          	 
      	
                            21

                          
	
                            Section
      8.02 Application of Trust Funds; Indemnification.

                          	 
      	
                            22

                          
	
                            Section
      8.03 Legal Defeasance of Securities of any Series.

                          	 
      	
                            23

                          
	
                            Section
      8.04 Covenant Defeasance.

                          	 
      	
                            24

                          
	
                            Section
      8.05 Repayment to Company.

                          	 
      	
                            25

                          
	
                            Section
      8.06 Reinstatement.

                          	 
      	
                            25

                          
	 
      	 
      	 
      
	
                            ARTICLE
      IX             AMENDMENTS
      AND WAIVERS

                          	 
      	
                            25

                          
	 
      	 
      	 
      
	
                            Section
      9.01 Without Consent of Holders.

                          	 
      	
                            25

                          
	
                            Section
      9.02 With Consent of Holders.

                          	 
      	
                            26

                          
	
                            Section
      9.03 Limitations.

                          	 
      	
                            26

                          
	
                            Section
      9.04 Compliance with Trust Indenture Act.

                          	 
      	
                            27

                          
	
                            Section
      9.05 Revocation and Effect of Consents.

                          	 
      	
                            27

                          
	
                            Section
      9.06 Notation on or Exchange of Securities.

                          	 
      	
                            27

                          
	
                            Section
      9.07 Trustee Protected.

                          	 
      	
                            27

                          
	 
      	 
      	 
      
	
                            ARTICLE
      X              
      MISCELLANEOUS

                          	 
      	
                            27

                          
	 
      	 
      	 
      
	
                            Section
      10.01 Trust Indenture Act Controls.

                          	 
      	
                            27

                          
	
                            Section
      10.02 Notices.

                          	 
      	
                            27

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      
        
          
            
              	
                      Section
      10.03 Communication by Holders with Other Holders.

                    	 
      	
                      28

                    
	
                      Section
      10.04 Certificate and Opinion as to Conditions Precedent.

                    	 
      	
                      28

                    
	
                      Section
      10.05 Statements Required in Certificate or Opinion.

                    	 
      	
                      28

                    
	
                      Section
      10.06 Rules by Trustee and Agents.

                    	 
      	
                      28

                    
	
                      Section
      10.07 Legal Holidays.

                    	 
      	
                      29

                    
	
                      Section
      10.08 No Recourse Against Others.

                    	 
      	
                      29

                    
	
                      Section
      10.09 Counterparts.

                    	 
      	
                      29

                    
	
                      Section
      10.10 Governing Laws.

                    	 
      	
                      29

                    
	
                      Section
      10.11 No Adverse Interpretation of Other Agreements.

                    	 
      	
                      29

                    
	
                      Section
      10.12 Successors.

                    	 
      	
                      29

                    
	
                      Section
      10.13 Severability.

                    	 
      	
                      29

                    
	
                      Section
      10.14 Table of Contents, Headings, Etc.

                    	 
      	
                      29

                    
	
                      Section
      10.15 Securities in a Foreign Currency.

                    	 
      	
                      29

                    
	
                      Section
      10.16 Judgment Currency.

                    	 
      	
                      30

                    
	 
      	 
      	 
      
	
                      ARTICLE
      XI             SINKING
      FUNDS

                    	 
      	
                      30

                    
	 
      	 
      	 
      
	
                      Section
      11.01 Applicability of Article.

                    	 
      	
                      30

                    
	
                      Section
      11.02 Satisfaction of Sinking Fund Payments with
    Securities.

                    	 
      	
                      30

                    
	
                      Section
      11.03 Redemption of Securities for Sinking Fund.

                    	 
      	
                      31

                    


            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    ACORN
ENERGY, INC.

    Reconciliation
and tie between Trust Indenture Act of 1939 and

    Indenture,
dated as of_______, ____

     

    
      	
              Section
      310

            	
                

            	
              (a)(1)

            	
                

            	
              7.10

            
	 
      	
                

            	
              (a)(2)

            	
                

            	
              7.10

            
	 
      	
                

            	
              (a)(3)

            	
                

            	
              NOT
      APPLICABLE

            
	 
      	
                

            	
              (a)(4)

            	
                

            	
              NOT
      APPLICABLE

            
	 
      	
                

            	
              (a)(5)

            	
                

            	
              7.10

            
	 
      	
                

            	
              (b)

            	
                

            	
              7.10

            
	
              Section
      311

            	
                

            	
              (a)

            	
                

            	
              7.11

            
	 
      	
                

            	
              (b)

            	
                

            	
              7.11

            
	 
      	
                

            	
              (c)

            	
                

            	
              NOT
      APPLICABLE

            
	
              Section
      312

            	
                

            	
              (a)

            	
                

            	
              2.06

            
	 
      	
                

            	
              (b)

            	
                

            	
              10.03

            
	 
      	
                

            	
              (c)

            	
                

            	
              10.03

            
	
              Section
      313

            	
                

            	
              (a)

            	
                

            	
              7.06

            
	 
      	
                

            	
              (b)(1)

            	
                

            	
              7.06

            
	 
      	
                

            	
              (b)(2)

            	
                

            	
              7.06

            
	 
      	
                

            	
              (c)(1)

            	
                

            	
              7.06

            
	 
      	
                

            	
              (d)

            	
                

            	
              7.06

            
	
              Section
      314

            	
                

            	
              (a)

            	
                

            	
              4.02,
      10.05

            
	 
      	
                

            	
              (b)

            	
                

            	
              NOT
      APPLICABLE

            
	 
      	
                

            	
              (c)(1)

            	
                

            	
              10.04

            
	 
      	
                

            	
              (c)(2)

            	
                

            	
              10.04

            
	 
      	
                

            	
              (c)(3)

            	
                

            	
              NOT
      APPLICABLE

            
	 
      	
                

            	
              (d)

            	
                

            	
              NOT
      APPLICABLE

            
	 
      	
                

            	
              (e)

            	
                

            	
              10.05

            
	 
      	
                

            	
              (f)

            	
                

            	
              NOT
      APPLICABLE

            
	
              Section
      315

            	
                

            	
              (a)

            	
                

            	
              7.01

            
	 
      	
                

            	
              (b)

            	
                

            	
              7.05

            
	 
      	
                

            	
              (c)

            	
                

            	
              7.01

            
	 
      	
                

            	
              (d)

            	
                

            	
              7.01

            
	 
      	
                

            	
              (e)

            	
                

            	
              6.14

            
	
              Section
      316

            	
                

            	
              (a)

            	
                

            	
              2.09

            
	 
      	
                

            	
              (a)(1)(a)

            	
                

            	
              6.12

            
	 
      	
                

            	
              (a)(1)(b)

            	
                

            	
              6.13

            
	 
      	
                

            	
              (b)

            	
                

            	
              6.08

            
	
              Section
      317

            	
                

            	
              (a)(1)

            	
                

            	
              6.03

            
	 
      	
                

            	
              (a)(2)

            	
                

            	
              6.04

            
	 
      	
                

            	
              (b)

            	
                

            	
              2.05

            
	
              Section
      318

            	
                

            	
              (a)

            	
                

            	
              10.01

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Indenture
dated as of_______, ____ between Acorn Energy, Inc.., a Delaware corporation
(“Company”), and
_______, a _______ corporation, as trustee (“ Trustee ”).

    


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

    


    ARTICLE
I

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section 1.01
Definitions.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


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

    


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

    


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

    


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

    


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

     

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

    


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

    


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

    


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

    


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

    


    “SEC” means the Securities and
Exchange Commission.

    


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

    


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

    


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

    


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


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


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

    


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

    


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

     

    Section 1.02
Other Definitions.

    


    
      
        
          	
                  TERM

                	 	
                  DEFINED IN

                  SECTION

                
	
                  “Bankruptcy
      Law”

                	 	
                  6.01

                
	
                  “Custodian”

                	 	
                  6.01

                
	
                  “Event of
      Default”

                	 	
                  6.01

                
	
                  “Judgment
      Currency”

                	 	
                  10.16

                
	
                  “Legal
      Holiday”

                	 	
                  10.07

                
	
                  “mandatory sinking fund
      payment”

                	 	
                  11.01

                
	
                  “Market Exchange
      Rate”

                	 	
                  10.15

                
	
                  “New York Banking
      Day”

                	 	
                  10.16

                
	
                  “optional sinking fund
      payment”

                	 	
                  11.01

                
	
                  “Paying
      Agent”

                	 	
                  2.04

                
	
                  “Registrar”

                	 	
                  2.04

                
	
                  “Required
      Currency”

                	 	
                  10.16

                
	
                  “Service
      Agent”

                	 	
                  2.04

                
	
                  “successor
      person”

                	 	
                  5.01

                


        

      

    

    


    Section 1.03
Incorporation by Reference of Trust Indenture Act.

    


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

    


    “Commission” means the
SEC.

    


    “indenture securities” means
the Securities.

    


    “indenture security holder”
means a Holder.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    “indenture to be qualified”
means this Indenture.

    


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

    


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

    


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

     

    Section 1.04
Rules of Construction.

    


    Unless
the context otherwise requires:

    


    (a) a
term has the meaning assigned to it;

    


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

     

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

    


    (d) “or”
is not exclusive;

    


    (e) words
in the singular include the plural, and in the plural include the singular;
and

     

    (f)
provisions apply to successive events and transactions.

    


    ARTICLE
II

    THE
SECURITIES

    


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

    


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

     

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

     

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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


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

    


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

    


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

    


    (f) the
place or places where the principal of and interest, if any, on the Securities
of the Series shall be payable, where the Securities of such Series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served, and the method of such payment, if by wire
transfer, mail or other means;

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


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

    


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

    


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

    


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

    


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


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Section 2.04 Registrar and
Paying Agent. The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series
pursuant to Section 2.02, an office or agency where Securities of such
Series may be presented or surrendered for payment (“Paying Agent”), where
Securities of such Series may be surrendered for registration of transfer or
exchange (“Registrar”) and where notices and demands to or upon the Company in
respect of the Securities of such Series and this Indenture may be served
(“Service Agent”). The Registrar shall keep a register with respect to each
Series of Securities and to their transfer and exchange. The Company will give
prompt written notice to the Trustee of the name and address, and any change in
the name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands. The Company may also from time to time designate one or
more co-registrars, additional paying agents or additional service agents and
may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.02 for Securities of any Series
for such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the name or address of
any such co-registrar, additional paying agent or additional service agent. The
term “Registrar” includes any co-registrar; the term “Paying Agent” includes any
additional paying agent; and the term “Service Agent” includes any additional
service agent. The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued.

    


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

    


    Section 2.06 Holder
Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of each Series of Securities and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least ten (10) days before each interest payment
date and at such other times as the Trustee may request in writing a list, in
such form and as of such date as the Trustee may reasonably require, of the
names and addresses of Holders of each Series of Securities.

    


    Section 2.07 Transfer and
Exchange. Where Securities of a Series are presented to the Registrar or
a co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar’s request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or
9.06). Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or exchange Securities of any Series for the
period beginning at the opening of business fifteen days immediately preceding
the mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series
selected, called or being called for redemption as a whole or the portion being
redeemed of any such Securities selected, called or being called for redemption
in part.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section 2.08
Mutilated, Destroyed, Lost and Stolen Securities.


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

    


    (b) Upon
the issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith. Every new Security of any
Series issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
Series duly issued hereunder. The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.

     

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

     

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

    


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

    


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


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


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

     

    Section 2.14
Global Securities

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (h)
Consents, Declaration and Directions. Except as provided in
Section 2.14(g), the Company, the Trustee and any Agent shall treat a
person as the Holder of such principal amount of outstanding Securities of such
Series represented by a Global Security as shall be specified in a written
statement of the Depository with respect to such Global Security, for purposes
of obtaining any consents, declarations, waivers or directions required to be
given by the Holders pursuant to this Indenture.

    


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

    


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

    


    ARTICLE
III

    REDEMPTION

    


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

    


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

     

    Section 3.03
Notice of Redemption.

    


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

    


    (i) the
redemption date;

    


    (ii) the
redemption price;


    
      
         


      

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

    


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

    


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

    


    (vi) the
CUSIP number, if any; and

     

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

     

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

    


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

     

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

    


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

    


    ARTICLE
IV

    COVENANTS

    


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

     

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

    


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


    
      
         


      

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

    


    ARTICLE
V

    SUCCESSORS

    


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

    


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

    


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

    


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

    


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

    


    ARTICLE
VI

    DEFAULTS
AND REMEDIES

     

    Section 6.01
Events of Default.

    


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

    


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


    
      
         


      

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

    


    (c)
default in the performance or breach of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty for which the consequences
of nonperformance or breach are addressed elsewhere in this Section 6.01
and other than a covenant or warranty that has been included in this Indenture
solely for the benefit of Series of Securities other than that Series), which
default continues uncured for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of not less than a majority in principal amount
of the outstanding Securities of that Series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or

    


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

    


    (i)
commences a voluntary case or proceeding;

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    Section 6.02 Acceleration of
Maturity; Rescission and Annulment. If an Event of Default with respect
to Securities of any Series at the time outstanding occurs and is continuing
(other than an Event of Default referred to in Section 6.1(d) or (e)), then
in every such case the Trustee or the Holders of not less than a majority in
principal amount of the outstanding Securities of that Series may declare the
principal amount (or, if any Securities of that Series are Discount Securities,
such portion of the principal amount as may be specified in the terms of such
Securities) of and accrued and unpaid interest, if any, on all of the Securities
of that Series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) and accrued and unpaid interest, if
any, shall become immediately due and payable. If an Event of Default specified
in Section 6.1(d) or (e) shall occur, the principal amount (or
specified amount) of and accrued and unpaid interest, if any, on all outstanding
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder. At any
time after such a declaration of acceleration with respect to any Series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the outstanding Securities of that Series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if all Events of Default with respect to
Securities of that Series, other than the non-payment of the principal and
interest, if any, of Securities of that Series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 6.13. No such rescission shall affect any subsequent Default or
impair any right consequent thereon.


    
      
         


      

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

    


    The
Company covenants that if:

    


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

    


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

    


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

    


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

    


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

    


    Section 6.04 Trustee May File
Proofs of Claim. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, (a) to file
and prove a claim for the whole amount of principal and interest owing and
unpaid in respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and (b) to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


    
      
         


      

      
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    Section 6.05 Trustee May Enforce
Claims Without Possession of Securities. All rights of action and claims
under this Indenture or the Securities may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

     

    Section 6.06
Application of Money Collected.

    


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

    


    First: To
the payment of all amounts due the Trustee under Section 7.07;
and

    


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

    


    Third: To
the Company.

    


    Section 6.07 Limitation on
Suits. No Holder of any Security of any Series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

    


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

    


    (b) the
Holders of at least a majority in principal amount of the outstanding Securities
of that Series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

    


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

    


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

     

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

    
      


      
        
          
          

        

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

    


    Section 6.08 Unconditional Right
of Holders to Receive Principal and Interest. Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and
interest, if any, on such Security on the Stated Maturity or Stated Maturities
expressed in such Security (or, in the case of redemption, on the redemption
date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

    


    Section 6.09 Restoration of
Rights and Remedies. If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been
instituted.

    


    Section 6.10 Rights and Remedies
Cumulative. Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in
Section 2.08, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not, to the
extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy.

    


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

    


    Section 6.12 Control by Holders.
The Holders of a majority in principal amount of the outstanding
Securities of any Series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such Series, provided that:

    


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

    


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

     

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

    


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


    
      
         


      

      
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    Section 6.14 Undertaking for
Costs. All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption
date).

    


    ARTICLE
VII

    TRUSTEE

     

    Section 7.01
Duties of Trustee.

    


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

    


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

    


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

     

    (ii) In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon Officers’ Certificates or Opinions of Counsel furnished to the
Trustee and conforming to the requirements of this Indenture; however, in the
case of any such Officers’ Certificates or Opinions of Counsel which by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine such Officers’ Certificates and Opinions of Counsel to
determine whether or not they conform to the requirements of this
Indenture.

    


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

    


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

    


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

    


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


    
      
         


      

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

    


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

    


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

    


    (g) No
provision of this Indenture shall require the Trustee to risk its own funds or
otherwise incur any financial liability in the performance of any of its duties,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk is not reasonably assured to it.

     

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

     

    Section 7.02
Rights of Trustee.

    


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

    


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

    


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

    


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

    


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

    


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

    


    (g) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit.


    
      
         


      

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

     

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

     

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

    


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

    


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

    


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

    


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


    
      
         


      

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

    


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

    


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

    


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

    


    (d) the
Trustee becomes incapable of acting.

    


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

    


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

    


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

    


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

    


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

     

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

    


    ARTICLE
VIII

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

    Section 8.01
Satisfaction and Discharge of Indenture.

     

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

     

    
      
        
        

      

      
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    (a) any
of the following shall have occurred:

    


    (i) no
Securities have been issued hereunder;

    


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

    


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

    


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

    


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

    


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

    


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

     

    Section 8.02
Application of Trust Funds; Indemnification.

    


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

    


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

    


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


    
      
         


      

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

    


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

    


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

    


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

    


    provided
that, the following conditions shall have been satisfied:

    


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

     

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

    


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

    


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


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


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

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

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

    


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

    


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

    


    ARTICLE
IX

    AMENDMENTS
AND WAIVERS

    


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

    


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

    (b) to
add or remove covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly
being included for the benefit of such series) or to surrender any right or
power herein conferred upon the Company provided such action does not adversely
affect the interests of the Company;

     

    (c) to
add any additional Events of Default;

     

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

    


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

    


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

    


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

    


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


    
      
         


      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

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

    


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

    


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

    


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

    


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

    


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

    


    ARTICLE
X

    MISCELLANEOUS

    


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

     

    Section 10.02
Notices.

    


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

    


    if to the
Company:

     

    Acorn
Energy, Inc.

    4 West
Rockland Road

    Montchanin,
DE 19710

    Attention:
President

    Telephone:
(302) 656-1708


    
      
         


      

      
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    Facsimile:

    


    if to the
Trustee:

    


    [            ]

    


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

    


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

    


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

    


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

     

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

    


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

     

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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

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

    


    ARTICLE
XI

    SINKING
FUNDS

    


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

    


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


    
      
         


      

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

    


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

    


    
      
        	
                ACORN
      ENERGY, INC.

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    Attest:

     

    
      
        	
                By:

              	
                  

              
	
                Name:

              
	
                Title:

              


      

    

     

    
      
        	
                ____________________,
      as Trustee

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
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