EXHIBIT
4.5

     

    TOWERSTREAM
CORPORATION

     

    INDENTURE

     

    DATED
AS OF                         


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

     

    
      
        
          
            	 
      	
                      

                  	 
      	
                      

                  	
                    PAGE

                  
	
                    ARTICLE ONE

                  	
                      

                  	
                    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

                  	
                      

                  	
                    1

                  
	 
      	 
      	 
      
	
                    Section 1.01.

                  	
                      

                  	
                            Definitions

                  	
                      

                  	
                    1

                  
	
                    Section 1.02.

                  	
                      

                  	
                            Compliance
      Certificates and Opinions

                  	
                      

                  	
                    6

                  
	
                    Section 1.03.

                  	
                      

                  	
                            Form
      of Documents Delivered to Trustee

                  	
                      

                  	
                    6

                  
	
                    Section 1.04.

                  	
                      

                  	
                            Acts
      of Holders; Record Dates

                  	
                      

                  	
                    7

                  
	
                    Section 1.05.

                  	
                      

                  	
                            Notices,
      Etc., to Trustee and Company

                  	
                      

                  	
                    7

                  
	
                    Section
      1.06.

                  	
                      

                  	
                            Notice
      to Holders; Waiver

                  	
                      

                  	
                    8

                  
	
                    Section
      1.07.

                  	
                      

                  	
                            Conflict
      with Trust Indenture Act

                  	
                      

                  	
                    8

                  
	
                    Section
      1.08.

                  	
                      

                  	
                            Effect
      of Headings and Table of Contents

                  	
                      

                  	
                    8

                  
	
                    Section
      1.09.

                  	
                      

                  	
                            Successors
      and Assigns

                  	
                      

                  	
                    8

                  
	
                    Section
      1.10.

                  	
                      

                  	
                            Separability
      Clause

                  	
                      

                  	
                    8

                  
	
                    Section
      1.11.

                  	
                      

                  	
                            Benefits
      of Indenture

                  	
                      

                  	
                    8

                  
	
                    Section
      1.12.

                  	
                      

                  	
                            Governing
      Law

                  	
                      

                  	
                    8

                  
	
                    Section
      1.13.

                  	
                      

                  	
                            Legal
      Holidays

                  	
                      

                  	
                    8

                  
	 
      	 
      	 
      
	
                    ARTICLE
      TWO

                  	
                      

                  	
                    SECURITY
      FORMS

                  	
                      

                  	
                    8

                  
	 
      	 
      	 
      
	
                    Section
      2.01.

                  	
                      

                  	
                            Forms
      Generally

                  	
                      

                  	
                    8

                  
	
                    Section
      2.02.

                  	
                      

                  	
                            Form
      of Face of Security

                  	
                      

                  	
                    9

                  
	
                    Section
      2.03.

                  	
                      

                  	
                            Form
      of Reverse of Security

                  	
                      

                  	
                    9

                  
	
                    Section
      2.04.

                  	
                      

                  	
                            Form
      of Legend for Global Securities

                  	
                      

                  	
                    11

                  
	
                    Section
      2.05.

                  	
                      

                  	
                            Form
      of Trustee’s Certificate of Authentication

                  	
                      

                  	
                    11

                  
	 
      	 
      	 
      
	
                    ARTICLE THREE

                  	
                      

                  	
                    THE
      SECURITIES

                  	
                      

                  	
                    12

                  
	 
      	 
      	 
      
	
                    Section
      3.01.

                  	
                      

                  	
                            Amount
      Unlimited; Issuable in Series

                  	
                      

                  	
                    12

                  
	
                    Section
      3.02.

                  	
                      

                  	
                            Denominations

                  	
                      

                  	
                    13

                  
	
                    Section
      3.03.

                  	
                      

                  	
                            Execution,
      Authentication, Delivery and Dating

                  	
                      

                  	
                    13

                  
	
                    Section
      3.04.

                  	
                      

                  	
                            Temporary
      Securities

                  	
                      

                  	
                    14

                  
	
                    Section
      3.05.

                  	
                      

                  	
                            Registration,
      Registration of Transfer and Exchange

                  	
                      

                  	
                    14

                  
	
                    Section
      3.06.

                  	
                      

                  	
                            Mutilated,
      Destroyed, Lost and Stolen Securities

                  	
                      

                  	
                    15

                  
	
                    Section
      3.07.

                  	
                      

                  	
                            Payment
      of Interest; Interest Rights Preserved

                  	
                      

                  	
                    15

                  
	
                    Section
      3.08.

                  	
                      

                  	
                            Persons
      Deemed Owners

                  	
                      

                  	
                    16

                  
	
                    Section
      3.09.

                  	
                      

                  	
                            Cancellation

                  	
                      

                  	
                    16

                  
	
                    Section
      3.10.

                  	
                      

                  	
                            Computation
      of Interest

                  	
                      

                  	
                    16

                  
	 
      	 
      	 
      
	
                    ARTICLE
      FOUR

                  	
                      

                  	
                    SATISFACTION
      AND DISCHARGE

                  	
                      

                  	
                    16

                  
	 
      	 
      	 
      
	
                    Section
      4.01.

                  	
                      

                  	
                            Satisfaction
      and Discharge of Indenture

                  	
                      

                  	
                    16

                  
	
                    Section
      4.02.

                  	
                      

                  	
                            Application
      of Trust Money

                  	
                      

                  	
                    17

                  
	 
      	 
      	 
      
	
                    ARTICLE
      FIVE

                  	
                      

                  	
                    REMEDIES

                  	
                      

                  	
                    17

                  
	 
      	 
      	 
      
	
                    Section
      5.01.

                  	
                      

                  	
                            Events
      of Default

                  	
                      

                  	
                    17

                  
	
                    Section
      5.02.

                  	
                      

                  	
                            Acceleration
      of Maturity; Rescission and Annulment

                  	
                      

                  	
                    18

                  
	
                    Section
      5.03.

                  	
                      

                  	
                            Collection
      of Indebtedness and Suits for Enforcement by Trustee

                  	
                      

                  	
                    18

                  
	
                    Section
      5.04.

                  	
                      

                  	
                            Trustee
      May File Proofs of Claim

                  	
                      

                  	
                    18

                  
	
                    Section
      5.05.

                  	
                      

                  	
                            Trustee
      May Enforce Claims Without Possession of Securities

                  	
                      

                  	
                    18

                  
	
                    Section
      5.06.

                  	
                      

                  	
                            Application
      of Money Collected

                  	
                      

                  	
                    19

                  


          

        

      

    

     

    
      
         


      

      
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    TABLE OF
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    cont’d.

     

    
      
        
          
            	 
      	
                      

                  	 
      	
                      

                  	
                    Page

                  
	
                    Section 5.07.

                  	
                      

                  	
                            Limitation
      on Suits

                  	
                      

                  	
                    19

                  
	
                    Section
      5.08.

                  	
                      

                  	
                            Unconditional
      Right of Holders to Receive Principal, Premium and
Interest

                  	
                      

                  	
                    19

                  
	
                    Section
      5.09.

                  	
                      

                  	
                            Restoration
      of Rights and Remedies

                  	
                      

                  	
                    19

                  
	
                    Section
      5.10.

                  	
                      

                  	
                            Rights
      and Remedies Cumulative

                  	
                      

                  	
                    19

                  
	
                    Section
      5.11.

                  	
                      

                  	
                            Delay
      or Omission Not Waiver

                  	
                      

                  	
                    19

                  
	
                    Section
      5.12.

                  	
                      

                  	
                            Control
      by Holders

                  	
                      

                  	
                    20

                  
	
                    Section
      5.13.

                  	
                      

                  	
                            Waiver
      of Past Defaults

                  	
                      

                  	
                    20

                  
	
                    Section
      5.14.

                  	
                      

                  	
                            Undertaking
      for Costs

                  	
                      

                  	
                    20

                  
	
                    Section
      5.15.

                  	
                      

                  	
                            Waiver
      of Usury, Stay or Extension Laws

                  	
                      

                  	
                    20

                  
	 
      	 
      	 
      
	
                    ARTICLE SIX

                  	
                      

                  	
                    THE
      TRUSTEE

                  	
                      

                  	
                    20

                  
	 
      	 
      	 
      
	
                    Section
      6.01.

                  	
                      

                  	
                            Certain
      Duties and Responsibilities

                  	
                      

                  	
                    20

                  
	
                    Section
      6.02.

                  	
                      

                  	
                            Notice
      of Defaults

                  	
                      

                  	
                    20

                  
	
                    Section
      6.03.

                  	
                      

                  	
                            Certain
      Rights of Trustee

                  	
                      

                  	
                    20

                  
	
                    Section
      6.04.

                  	
                      

                  	
                            Not
      Responsible for Recitals or Issuance of Securities

                  	
                      

                  	
                    21

                  
	
                    Section
      6.05.

                  	
                      

                  	
                            May
      Hold Securities

                  	
                      

                  	
                    21

                  
	
                    Section
      6.06.

                  	
                      

                  	
                            Money
      Held in Trust

                  	
                      

                  	
                    21

                  
	
                    Section
      6.07.

                  	
                      

                  	
                            Compensation
      and Reimbursement

                  	
                      

                  	
                    21

                  
	
                    Section
      6.08.

                  	
                      

                  	
                            Conflicting
      Interests

                  	
                      

                  	
                    21

                  
	
                    Section
      6.09.

                  	
                      

                  	
                            Corporate
      Trustee Required; Eligibility

                  	
                      

                  	
                    22

                  
	
                    Section
      6.10.

                  	
                      

                  	
                            Resignation
      and Removal; Appointment of Successor

                  	
                      

                  	
                    22

                  
	
                    Section
      6.11.

                  	
                      

                  	
                            Acceptance
      of Appointment by Successor

                  	
                      

                  	
                    22

                  
	
                    Section
      6.12.

                  	
                      

                  	
                            Merger,
      Conversion, Consolidation or Succession to Business

                  	
                      

                  	
                    23

                  
	
                    Section
      6.13.

                  	
                      

                  	
                            Preferential
      Collection of Claims Against Company

                  	
                      

                  	
                    23

                  
	
                    Section
      6.14.

                  	
                      

                  	
                            Appointment
      of Authenticating Agent

                  	
                      

                  	
                    23

                  
	 
      	 
      	 
      
	
                    ARTICLE SEVEN

                  	
                      

                  	
                    HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  	
                      

                  	
                    24

                  
	 
      	 
      	 
      
	
                    Section
      7.01.

                  	
                      

                  	
                            Company
      to Furnish Trustee Names and Addresses of Holders

                  	
                      

                  	
                    24

                  
	
                    Section
      7.02.

                  	
                      

                  	
                            Preservation
      of Information; Communications to Holders

                  	
                      

                  	
                    24

                  
	
                    Section
      7.03.

                  	
                      

                  	
                            Reports
      by Trustee

                  	
                      

                  	
                    24

                  
	
                    Section
      7.04.

                  	
                      

                  	
                            Reports
      by Company

                  	
                      

                  	
                    25

                  
	 
      	 
      	 
      
	
                    ARTICLE
      EIGHT

                  	
                      

                  	
                    CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

                  	
                      

                  	
                    25

                  
	 
      	 
      	 
      
	
                    Section
      8.01.

                  	
                      

                  	
                            Company
      May Consolidate, Etc., Only on Certain Terms

                  	
                      

                  	
                    25

                  
	
                    Section
      8.02.

                  	
                      

                  	
                            Successor
      Substituted

                  	
                      

                  	
                    25

                  
	 
      	 
      	 
      
	
                    ARTICLE
      NINE

                  	
                      

                  	
                    SUPPLEMENTAL
      INDENTURES

                  	
                      

                  	
                    25

                  
	 
      	 
      	 
      
	
                    Section
      9.01.

                  	
                      

                  	
                            Supplemental
      Indentures Without Consent of Holders

                  	
                      

                  	
                    25

                  
	
                    Section
      9.02.

                  	
                      

                  	
                            Supplemental
      Indentures With Consent of Holders

                  	
                      

                  	
                    26

                  
	
                    Section
      9.03.

                  	
                      

                  	
                            Execution
      of Supplemental Indentures

                  	
                      

                  	
                    26

                  
	
                    Section
      9.04.

                  	
                      

                  	
                            Effect
      of Supplemental Indentures

                  	
                      

                  	
                    27

                  
	
                    Section
      9.05.

                  	
                      

                  	
                            Conformity
      with Trust Indenture Act

                  	
                      

                  	
                    27

                  
	
                    Section
      9.06.

                  	
                      

                  	
                            Reference
      in Securities to Supplemental Indentures

                  	
                      

                  	
                    27

                  
	 
      	 
      	 
      
	
                    ARTICLE
      TEN

                  	
                      

                  	
                    COVENANTS

                  	
                      

                  	
                    27

                  
	 
      	 
      	 
      
	
                    Section 10.01.

                  	
                      

                  	
                            Payment
      of Principal, Premium and Interest

                  	
                      

                  	
                    27

                  


          

        

      

    

     

    
      
         


      

      
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    TABLE OF
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    cont’d.

     

    
      
        
          
            	 
      	
                      

                  	 
      	
                      

                  	
                    Page

                  
	
                    Section
      10.02.

                  	
                      

                  	
                            Maintenance
      of Office or Agency

                  	
                      

                  	
                    27

                  
	
                    Section
      10.03.

                  	
                      

                  	
                            Money
      for Securities Payments to Be Held in Trust

                  	
                      

                  	
                    27

                  
	
                    Section
      10.04.

                  	
                      

                  	
                            Statement
      by Officers as to Default

                  	
                      

                  	
                    28

                  
	
                    Section
      10.05.

                  	
                      

                  	
                            Existence

                  	
                      

                  	
                    28

                  
	
                    Section
      10.06.

                  	
                      

                  	
                            Maintenance
      of Properties

                  	
                      

                  	
                    28

                  
	
                    Section
      10.07.

                  	
                      

                  	
                            Payment
      of Taxes and Other Claims

                  	
                      

                  	
                    28

                  
	
                    Section
      10.08.

                  	
                      

                  	
                            Maintenance
      of Insurance

                  	
                      

                  	
                    28

                  
	
                    Section
      10.09.

                  	
                      

                  	
                            Waiver
      of Certain Covenants

                  	
                      

                  	
                    28

                  
	 
      	 
      	 
      
	
                    ARTICLE
      ELEVEN

                  	
                      

                  	
                    OPTIONAL
      REDEMPTION OF SECURITIES

                  	
                      

                  	
                    29

                  
	 
      	 
      	 
      
	
                    Section
      11.01.

                  	
                      

                  	
                            Applicability
      of Article

                  	
                      

                  	
                    29

                  
	
                    Section
      11.02.

                  	
                      

                  	
                            Election
      to Redeem; Notice to Trustee

                  	
                      

                  	
                    29

                  
	
                    Section
      11.03.

                  	
                      

                  	
                            Selection
      by Trustee of Securities to Be Redeemed

                  	
                      

                  	
                    29

                  
	
                    Section
      11.04.

                  	
                      

                  	
                            Notice
      of Redemption

                  	
                      

                  	
                    29

                  
	
                    Section
      11.05.

                  	
                      

                  	
                            Deposit
      of Redemption Price

                  	
                      

                  	
                    30

                  
	
                    Section
      11.06.

                  	
                      

                  	
                            Securities
      Payable on Redemption Date

                  	
                      

                  	
                    30

                  
	
                    Section
      11.07.

                  	
                      

                  	
                            Securities
      Redeemed in Part

                  	
                      

                  	
                    30

                  
	 
      	 
      	 
      
	
                    ARTICLE TWELVE

                  	
                      

                  	
                    SINKING
      FUNDS

                  	
                      

                  	
                    30

                  
	 
      	 
      	 
      
	
                    Section
      12.01.

                  	
                      

                  	
                            Applicability
      of Article

                  	
                      

                  	
                    30

                  
	
                    Section
      12.02.

                  	
                      

                  	
                            Satisfaction
      of Sinking Fund Payments with Securities

                  	
                      

                  	
                    30

                  
	
                    Section
      12.03.

                  	
                      

                  	
                            Redemption
      of Securities for Sinking Fund

                  	
                      

                  	
                    30

                  
	 
      	 
      	 
      
	
                    ARTICLE THIRTEEN

                  	
                      

                  	
                    DEFEASANCE
      AND COVENANT DEFEASANCE

                  	
                      

                  	
                    31

                  
	 
      	 
      	 
      
	
                    Section
      13.01.

                  	
                      

                  	
                            Company’s
      Option to Effect Defeasance or Covenant Defeasance

                  	
                      

                  	
                    31

                  
	
                    Section
      13.02.

                  	
                      

                  	
                            Defeasance
      and Discharge

                  	
                      

                  	
                    31

                  
	
                    Section
      13.03.

                  	
                      

                  	
                            Covenant
      Defeasance

                  	
                      

                  	
                    31

                  
	
                    Section
      13.04.

                  	
                      

                  	
                            Conditions
      to Defeasance or Covenant Defeasance

                  	
                      

                  	
                    31

                  
	
                    Section
      13.05.

                  	
                      

                  	
                    Deposited
      Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
      Provisions

                  	
                      

                  	
                    32

                  
	
                    Section
      13.06.

                  	
                      

                  	
                            Reinstatement

                  	
                      

                  	
                    33

                  
	 
      	 
      	 
      
	
                    ARTICLE FOURTEEN

                  	
                      

                  	
                    SUBORDINATION
      OF SECURITIES

                  	
                      

                  	
                    33

                  
	 
      	 
      	 
      
	
                    Section
      14.01.

                  	
                      

                  	
                            Securities
      Subordinate to Senior Debt

                  	
                      

                  	
                    33

                  
	
                    Section
      14.02.

                  	
                      

                  	
                            Payment
      Over of Proceeds Upon Dissolution, Etc

                  	
                      

                  	
                    33

                  
	
                    Section
      14.03.

                  	
                      

                  	
                            No
      Payment When Senior Debt in Default

                  	
                      

                  	
                    33

                  
	
                    Section
      14.04.

                  	
                      

                  	
                            Payment
      Permitted If No Default

                  	
                      

                  	
                    34

                  
	
                    Section
      14.05.

                  	
                      

                  	
                            Subrogation
      to Rights of Holders of Senior Debt

                  	
                      

                  	
                    34

                  
	
                    Section
      14.06.

                  	
                      

                  	
                            Provisions
      Solely to Define Relative Rights

                  	
                      

                  	
                    34

                  
	
                    Section
      14.07.

                  	
                      

                  	
                            Trustee
      to Effectuate Subordination

                  	
                      

                  	
                    35

                  
	
                    Section
      14.08.

                  	
                      

                  	
                            No
      Waiver of Subordination Provisions

                  	
                      

                  	
                    35

                  
	
                    Section
      14.09.

                  	
                      

                  	
                            Notice
      to Trustee

                  	
                      

                  	
                    35

                  
	
                    Section
      14.10.

                  	
                      

                  	
                            Reliance
      on Judicial Order or Certificate of Liquidating Agent

                  	
                      

                  	
                    35

                  
	
                    Section
      14.11.

                  	
                      

                  	
                            Trustee
      Not Fiduciary for Holders of Senior Debt

                  	
                      

                  	
                    35

                  
	
                    Section
      14.12.

                  	
                      

                  	
                            Rights
      of Trustee as Holder of Senior Debt; Preservation of Trustee’s
      Rights

                  	
                      

                  	
                    36

                  
	
                    Section
      14.13.

                  	
                      

                  	
                            Article
      Applicable to Paying Agents

                  	
                      

                  	
                    36

                  


          

        

      

    

     

    
      
         


      

      
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    TABLE OF
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                    Page

                  
	
                    Section 14.14.

                  	
                      

                  	
                            Defeasance
      of this Article Fourteen

                  	
                      

                  	
                    36

                  


          

        

      

    

     

    
      
         


      

      
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    Certain
Sections of this Indenture relating to Sections 310 through 318, inclusive, of
the Trust Indenture Act of 1939:

     

    
      
        
          	
                  Trust
      Indenture Act Section

                	
                    

                	
                  Indenture Section

                
	
                  ss.310(a)(1)

                	
                    

                	
                  609

                
	
                  (a)(2)

                	
                    

                	
                  609

                
	
                  (a)(3)

                	
                    

                	
                  Not
      Applicable

                
	
                  (a)(4)

                	
                    

                	
                  Not Applicable

                
	
                  (b)

                	
                    

                	
                  608

                
	
                  ss.311(a)

                	
                    

                	
                  613

                
	
                  (b)

                	
                    

                	
                  613

                
	
                  ss.312(a)

                	
                    

                	
                  701

                
	
                  (b)

                	
                    

                	
                  702

                
	
                  (c)

                	
                    

                	
                  702

                
	
                  ss.313(a)

                	
                    

                	
                  703

                
	
                  (b)

                	
                    

                	
                  703

                
	
                  (c)

                	
                    

                	
                  703

                
	
                  (d)

                	
                    

                	
                  703

                
	
                  ss.314(a)

                	
                    

                	
                  704

                
	
                  (a)(4)

                	
                    

                	
                  101

                
	
                  (b)

                	
                    

                	
                  Not
      Applicable

                
	
                  (c)(1)

                	
                    

                	
                  102

                
	
                  (c)(2)

                	
                    

                	
                  102

                
	
                  (c)(3)

                	
                    

                	
                  Not
      Applicable

                
	
                  (d)

                	
                    

                	
                  Not
      Applicable

                
	
                  (e)

                	
                    

                	
                  102

                
	
                  ss.315(a)

                	
                    

                	
                  601

                
	
                  (b)

                	
                    

                	
                  602

                
	
                  (c)

                	
                    

                	
                  601

                
	
                  (d)

                	
                    

                	
                  601

                
	
                  (e)

                	
                    

                	
                  514

                
	
                  ss.316(a)

                	
                    

                	
                  101

                
	
                  (a)(1)(A)

                	
                    

                	
                  502

                
	
                  (a)(1)(B)

                	
                    

                	
                  513

                
	
                  (a)(2)

                	
                    

                	
                  Not
      Applicable

                
	
                  (b)

                	
                    

                	
                  508

                
	
                  (c)

                	
                    

                	
                  104

                
	
                  ss.317(a)(1)

                	
                    

                	
                  503

                
	
                  (a)(2)

                	
                    

                	
                  504

                
	
                  (b)

                	
                    

                	
                  1003

                
	
                  ss.318(a)

                	
                    

                	
                  107

                


        

      

    

     

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


    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    [SENIOR/SUBORDINATED]
INDENTURE, dated as of                     
, between TOWERSTREAM CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”
), having its principal office at 55 Hammarlund Way, Middletown, Rhode Island
02842, and                     
, a                     
duly organized and existing under the laws of                     
as Trustee (herein called the “Trustee”
).

     

    RECITALS
OF THE COMPANY

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of notes or other evidences of
indebtedness (herein called the “Securities”
), to be issued in one or more series as in this Indenture
provided.

     

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

     

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

     

    ARTICLE
ONE

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    Section
1.01. Definitions.

     

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

     

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

     

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

     

    (c) all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation required
or permitted hereunder shall mean such accounting principles as are generally
accepted at the Issue Date;

     

    (d)
unless otherwise specifically set forth herein, all calculations or
determinations of a Person shall be performed or made on a consolidated basis in
accordance with generally accepted accounting principles;

     

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

     

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

     

    Certain
terms, used principally in Article 14, are defined in that Article.

     

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

     

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

     

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

     

    “Bankruptcy
Code” means Title 11, United States Bankruptcy Code of 1978, as amended,
or any similar United States federal or state law relating to bankruptcy,
insolvency, receivership, winding-up, liquidation, reorganization or relief of
debtors or any amendment to, succession to or change in any such
law.

     

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

     

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

     

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

     

    “Capital Lease
Obligation” means, at any time any determination thereof is to be made,
the amount of the liability in respect of a capital lease that would at such
time be required to be capitalized on the balance sheet in accordance with
GAAP.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    “Capital
Stock” means (i) in the case of a corporation, capital stock,
(ii) in the case of any association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) or
capital stock and (iii) in the case of a partnership or limited liability
company, partnership or membership 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.

     

    “Cash
Equivalents” means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of less
than one year from the date of acquisition, (iii) certificates of deposit
and eurodollar time deposits with maturities of less than one year from the date
of acquisition, bankers’ acceptances with maturities of less than one year and
overnight bank deposits, in each case with any lender party to the Credit
Agreement or with any domestic commercial bank having capital and surplus in
excess of $             
million and a [Rating of                     
or better], (iv) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (ii) and
(iii) entered into with any financial institution meeting the
qualifications specified in clause (iii) above, (v) commercial paper
having the highest rating obtainable from Moody’s Investors Service, Inc. or
Standard & Poor’s Ratings Group, and in each case
maturing within twelve months after the date of acquisition, and (vi) money
market funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (i)-(v) of this definition.

     

    “Change of
Control” means the occurrence of any of the following:

     

    (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation) in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries,
taken as a whole to any “person”
(as such term is used in Section 13(d)(3) of the Exchange
Act);

     

    (ii) the
adoption of a plan relating to the liquidation or dissolution of the
Company;

     

    (iii) the
acquisition, directly or indirectly, by any Person or group (as such term is
used in Section 13(d)(3) of the Exchange Act) of 50% or more of the voting
power of the voting stock of the Company by way of merger or consolidation or
otherwise; or

     

    (iv) the
Continuing Directors cease for any reason to constitute a majority of the
directors of the Company then in office.

     

    For
purposes of this definition, any transfer of an Equity Interest of an entity
that was formed for the purpose of acquiring voting stock of the Company shall
be deemed to be a transfer of such portion of such voting stock as corresponds
to the portion of the equity of such entity that has been so
transferred.

     

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

     

    “Common
Stock” of any Person means Capital Stock of such Person that does not
rank prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class of such
Person.

     

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

     

    “Continuing
Directors” means, as of any date of determination, any member of the
Board of Directors who (i) was a member of such Board of Directors on the
Issue Date, or (ii) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing Directors who were
members of such Board at the time of such nomination or election.

     

    “Company
Request” or “Company
Order” means a written request or order signed in the name of the Company
by its Chairman of the Board, its Chief Executive Officer, its Chief Operating
Officer, its Chief Financial Officer, its President, and, without duplication,
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

     

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

     

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

     

    “Covenant
Defeasance” has the meaning specified in Section 13.03.

     

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

     

    “Defaulted
Interest” has the meaning specified in Section 3.07.

     

    “Defeasance”
has the meaning specified in Section 13.02.

     

    “Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.01.


    
      
         


      

      
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    “Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof (other than upon a Change of Control of the Company in
circumstances where the holders of the Securities would have similar rights), in
whole or in part on or prior to one year after the Stated Maturity of the
Securities.

     

    “Equity
Interests” means Capital Stock and all warrants, options or other rights
to acquire Capital Stock (including any Indebtedness or Disqualified Stock that
is convertible into, or exchangeable for, Capital Stock).

     

    “Event of
Default” has the meaning specified in Section 5.01.

     

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

     

    “Expiration
Date” has the meaning specified in Section 1.04.

     

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

     

    “Global
Security” means a Security that evidences all or part of the Securities
of any series and bears the legend set forth in Section 204 (or such legend
as may be specified as contemplated by Section 301 for such
Securities).

     

    “Guarantee”
means a guarantee (other than by endorsement of negotiable instruments for
collection or deposit in the ordinary course of business), direct or indirect,
in any manner (including, without limitation, by way of a pledge of assets or
through letters of credit and or reimbursement agreements in respect thereof),
of all or any part of any Indebtedness.

     

    “Hedging
Obligations” means, with respect to any Person, the Obligations of such
Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, and (ii) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates.

     

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

     

    “Immediate Family
Member” means, with respect to any individual, such individual’s spouse
(past or current), descendants (natural or adoptive, of the whole or half blood)
of the parents of such individual, such individual’s grandparents and parents
(natural or adoptive), and the grandparents, parents and descendants of parents
(natural or adoptive, of the whole or half blood) of such individual’s spouse
(past or current).

     

    “Incur”
means, with respect to any obligation of any Person, to create, issue, incur,
assume or directly or indirectly guarantee or in any other manner become
directly or indirectly liable for any Indebtedness (and “incurrence”
, “incurred”
, “incurable”
and “incurring”
shall have meanings correlative to the foregoing).

     

    “Indebtedness”
means, with respect to any Person, whether or not contingent, (i) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than current trade liabilities incurred in
the ordinary course of business and payable in accordance with customary
practices) or which is evidenced by a note, bond, debenture or similar
instrument, (ii) all Capital Lease Obligations of such Person,
(iii) all obligations of such Person in respect of letters of credit or
bankers’ acceptances issued or created for the account of such Person,
(iv) all Hedging Obligations of such Person, (v) all liabilities
secured by any Lien on any property owned by such Person even if such Person has
not assumed or otherwise become liable for the payment thereof to the extent of
the value of the property subject to such Lien, and (vi) to the extent not
otherwise included, any guarantee by such person of any other Person’s
indebtedness or other obligations described in clauses (i) through
(v) above.

     

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

     

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

     

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

     

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

     

    “Issue
Date” means the date of initial issuance of the Securities pursuant to
this Indenture.

     

    “Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
any asset and any filing of, or agreement to give, any financing statement under
the “Uniform
Commercial Code” (or equivalent statutes) of any
jurisdiction).


    
      
         


      

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

     

    “Notice of
Default” means a written notice of the kind specified in
Section 5.01(d).

     

    “Officer”
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.

     

    “Officers’
Certificate” means a certificate signed by two Officers or by an Officer
and either an Assistant Treasurer or an Assistant Secretary, of the
Company.

     

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

     

    “Original Issue
Discount Security” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02.

     

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

     

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

     

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

     

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

     

    (iv)
Securities which have been paid pursuant to Section 306 or in exchange for
or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company;

     

    provided,
however, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 5.02,
(B) if, as of such date, the principal amount payable at the Stated
Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 3.01, (C) the
principal amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated by
Section 301, of the principal amount of such Security (or, in the case of a
Security described in Clause (A) or (B) above, of the amount
determined as provided in such Clause), and (D) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, waiver
or other action, only Securities which the Trustee knows to be so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

     

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

     

    “Person”
means any individual, corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof (including any
subdivision or ongoing business of any such entity or substantially all of the
assets of any such entity, subdivision or business).

     

    “Place of
Payment” , when used with respect to the Securities of any series, means
the place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by
Section 3.01.

     

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


    
      
         


      

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

     

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

     

    “Regular Record
Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

     

    “Responsible
Officer” , when used with respect to the Trustee, means any officer
within the Corporate Trust Administration of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

     

    “Restricted
Subsidiary” means a Subsidiary of the Company other than an Unrestricted
Subsidiary.

     

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

     

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

     

    “Security
Register” and “Security
Registrar” have the respective meanings specified in
Section 3.05.

     

    “Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.

     

    [IF
SUBORDINATED INDENTURE: “Senior Bank
Debt” means (i) the Indebtedness outstanding under the senior credit
facility, if any, and (ii) all Obligations incurred by or owing to the
holders or their agent or representatives of such Indebtedness outstanding under
the senior credit facility if any, (including, but not limited to, all fees and
expenses of counsel and all other interest, charges, fees and
expenses).

     

    “Senior
Debt” means

     

    (i) with
respect to the Company, the principal of and interest (including post-petition
interest whether or not allowed as a claim) on, and all other amounts owing in
respect of, (a) Senior Bank Debt, and (b) any other Indebtedness
permitted to be incurred by the Company under the terms of this Indenture
(including, but not limited to, reasonable fees and expenses of counsel and all
other charges, fees and expenses incurred in connection with such Indebtedness),
unless the instrument creating or evidencing such Indebtedness or pursuant to
which such Indebtedness is outstanding expressly provides that such Indebtedness
is on a parity with or subordinated in right of payment to the Securities;
and

     

    (ii) with
respect to any Subsidiary Guarantor, the principal of and interest (including
post-petition interest whether or not allowed as a claim) on, and all other
amounts owing in respect of, (a) Senior Bank Debt and (b) any other
Indebtedness permitted to be incurred by such Subsidiary Guarantor under the
terms of this Indenture (including, but not limited to, reasonable fees and
expenses of counsel and all other charges, fees and expenses incurred in
connection with such Indebtedness), unless the instrument creating or evidencing
such Indebtedness or pursuant to which such Indebtedness is outstanding
expressly provides that such Indebtedness is on a parity with or subordinated in
right of payment to the Subsidiary Guarantee of such Subsidiary
Guarantor.

     

    Notwithstanding
the foregoing, Senior Debt shall not include (v) any Indebtedness that is
represented by Disqualified Stock, (w) any liability for federal, state,
local, or other taxes, (x) any Indebtedness among or between the Company,
any Restricted Subsidiary or any of their Affiliates, (y) any trade
payables and any Indebtedness to trade creditors (other than amounts accrued
thereon) incurred for the purchase of goods or materials, or for services
obtained, in the ordinary course of business or any Obligations to trade
creditors in respect of any such Indebtedness, or (z) any Indebtedness
(other than Senior Bank Debt) that is incurred in violation of this
Indenture.

     

    “Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.]

     

    “Stated
Maturity” means with respect to any installment of interest or principal
on any series of Indebtedness, the date on which such payment of interest or
principal was scheduled to be paid in the original documentation governing such
Indebtedness, and shall not include any contingent obligations to repay, redeem or
repurchase any such interest or principal prior to the date originally scheduled
for the payment thereof.

     

    “Subsidiary”
means with respect to any Person, (i) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of that Person (or a combination thereof) and
(ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or
(b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

     

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


    
      
         


      

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

     

    “Unrestricted
Subsidiary” means any Subsidiary of the Company that at the time of
determination shall be an Unrestricted Subsidiary (as designated by the Board of
Directors of the Company, as provided below) and any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors of the Company may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary if all of the following conditions
apply: (a) neither the Company nor any of its Restricted Subsidiaries
provides credit support for any Indebtedness of such Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness),
(b) such Subsidiary is not liable, directly or indirectly, with respect to
any Indebtedness other than Unrestricted Subsidiary Indebtedness, and
(c) such Unrestricted Subsidiary does not own any Capital Stock of any
Subsidiary of the Company that has not theretofore been or is not simultaneously
being designated an Unrestricted Subsidiary. Any such designation by the Board
of Directors of the Company shall be evidenced to the Trustee by filing with the
Trustee a board resolution giving effect to such designation and an Officers’
Certificate certifying that such designation complies with the foregoing
conditions. The Board of Directors of the Company may designate any Unrestricted
Subsidiary as a Restricted Subsidiary.

     

    “U.S. Government
Obligation” has the meaning specified in Section 13.04.

     

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

     

    Section
1.02. Compliance Certificates and Opinions.

     

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

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (except for certificates provided for
in 10.04) shall include:

     

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

     

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

     

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

     

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

     

    Section
1.03. Form of Documents Delivered to Trustee.

     

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

     

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

     

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

     

    
      
         


      

      
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      Section
1.04. Acts of Holders; Record Dates.

    

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this
Section.

     

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

     

    The
ownership of Securities shall be proved by the Security Register.

     

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

     

    The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of (i) any Notice of Default,
(ii) any declaration of acceleration referred to in Section 5.02,
(iii) any request to institute proceedings referred to in
Section 5.07(2) or (iv) any direction referred to in
Section 5.12. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date,
and no other Holders, shall be entitled to take the relevant action, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of

     

    Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 10.6.

     

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

     

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

     

    Section
1.05. Notices, Etc., to Trustee and Company.

     

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

     

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

     

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


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    Section
1.06. Notice to Holders; Waiver.

     

    Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Security Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for
the giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

     

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

     

    Section
1.07. Conflict with Trust Indenture Act.

     

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

     

    Section
1.08. Effect of Headings and Table of Contents.

     

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

     

    Section
1.09. Successors and Assigns.

     

    All
agreements in this Indenture by the Company shall bind its successors and
assigns. All agreements in this Indenture by the Trustee shall bind its
successors.

     

    Section
1.10. Separability Clause.

     

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

     

    Section
1.11. Benefits of Indenture.

     

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

     

    Section
1.12. Governing Law.

     

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

     

    Section
1.13. Legal Holidays.

     

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

     

    ARTICLE
TWO

    SECURITY
FORMS

     

    Section
2.01. Forms Generally.

     

    The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such
Securities.

     

     

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


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


     

    Section
2.02. Form of Face of Security.

     

    [Insert
any legend required by the Internal Revenue Code and the regulations
thereunder.]

     

    __________________________________

     

    __________________________________

     

    No.
________                                        
                        $___________

     

    TOWERSTREAM
CORPORATION, a corporation duly organized and existing under the laws of
Delaware (herein called the “Company”
, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                     
, or registered assigns, the principal sum of                     
Dollars on                     
[if the Security is to bear interest prior to Maturity, insert — and to pay
interest thereon from                     
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on                     
and                     
in each year, commencing                     
, at the rate of             
% per annum, until the principal hereof is paid or made available for payment,
provided that any principal and premium, and any such installment of interest,
which is overdue shall bear interest at the rate of             
% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the                     
or                     
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture]. [If the Security is not to bear interest prior to Maturity,
insert — The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of             
% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand. Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of             
% per annum (to the extent that the payment of such interest on interest shall
be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]

     

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

     

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

     

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

     

    In
Witness Whereof, the Company has caused this instrument to be duly executed
under its corporate seal.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	Dated: 	
                                   

                                	 
      	TOWERSTREAM
      CORPORATION
	 	 
      	 
      	 	 
      
	
                                  Attest: 

                                	
                                   

                                	 
      	 	 
      
	 	 
      	 
      	By: 	
                                   

                                
	 	 
      	 
      	 	 
      
	
                                  Title: 

                                	
                                   

                                	 
      	Title: 	
                                   

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Section
2.03. Form of Reverse of Security.

     

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


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

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

     

    
      
        	
                Year

              	
                    

              	
                Redemption Price

              	
                  

              	
                Year

              	
                    

              	
                Redemption Price

              


      

    

     

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

     

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

     

    
      
        
          	
                  Year

                	 
      	
                  Redemption
      Price for

                  Redemption
      Through

                  Operation of the Sinking

                  Fund

                	 
      	 
      	 
      	
                  Redemption
      Otherwise

                  Than Through Operation of

                  the
      Sinking Fund

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

    

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

     

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

     

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

     

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

     

    The
indebtedness evidenced by this Security is, to the extent set forth in the
Indenture, subordinate and subject in right of payment to the prior payment in
full in cash or Cash Equivalents of all Senior Debt, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact
for any and all such purposes.

     

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

     

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


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    [If the
Security is an Original Issue Discount Security, insert — If an Event of Default
with respect to Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal to — insert formula for determining the amount. Upon payment
(i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company’s obligations in respect of the payment of the principal of and
premium and interest, if any, on the Securities of this series shall
terminate.]

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
2.04. Form of Legend for Global Securities.

     

    Unless
otherwise specified as contemplated by Section 3.01 for the Securities
evidenced thereby, every Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

     

    This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or a nominee thereof.
This Security may not be exchanged in whole or in part for a Security
registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the
Indenture.

     

    Section
2.05. Form of Trustee’s Certificate of Authentication.

     

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

     

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

     

    
      
        
          
            
              
                	 
      	 
      	 
      
	 
      	
                        As
      Trustee

                      
	
                        By:

                      	 
      	 
      
	 
      	
                        Authorized
      Officer

                      


              

            

          

        

      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    ARTICLE
THREE

    THE
SECURITIES

     

    Section
3.01. Amount Unlimited; Issuable in Series.

     

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

     

    The
Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution and, subject to Section 3.03, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series;

     

    (a) the
title of the Securities of the series (which shall distinguish the Securities of
the series from Securities of any other series);

     

    (b) 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 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities
which, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder);

     

    (c) the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

     

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

     

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

     

    (f) the
place or places where the principal of and any premium and interest on any
Securities of the series shall be payable;

     

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

     

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

     

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

     

    (j) if
the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index or pursuant to a formula,
the manner in which such amounts shall be determined;

     

    (k) if
other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of Outstanding
in Section 1.01;

     

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

     

    (m) if
other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to
Section 5.02;

     

    (n) if
the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be
determined);


    
      
         


      

      
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    (o) if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 13.02 or Section 13.03 or both
such Sections and, if other than by a Board Resolution, the manner in which any
election by the Company to defease such Securities shall be
evidenced;

     

    (p) if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or
legends which shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 2.04 and any circumstances in addition to
or in lieu of those set forth in Clause (2) of the last paragraph of
Section 3.05 in which any such Global Security may be exchanged in whole or
in part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;

     

    (q) 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 5.02;

     

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

     

    (s) if
applicable, that the Securities of the series are convertible into or
exchangeable for Common Stock or other securities of the Company, the period or
periods within which, the price or prices at which and the terms and conditions
upon which, and the limitations and restrictions, if any, upon which, any
Securities of the series shall be convertible or exchangeable, in whole or in
part, into Common Stock or other securities of the Company; and

     

    (t) any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by
Section 9.01(e)).

     

    All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 3.03) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto.

     

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

     

    Section
3.02. Denominations.

     

    The
Securities of each series shall be issuable only in registered form without
coupons and only in such denominations as shall be specified as contemplated by
Section 3.01. In the absence of any such specified denomination with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple
thereof.

     

    Section
3.03. Execution, Authentication, Delivery and Dating.

     

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

     

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

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating,

     

    (a) if
the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 2.01, that such form has been
established in conformity with the provisions of this Indenture;

     

    (b) if
the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 3.01, that such terms have been
established in conformity with the provisions of this Indenture;
and

     

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


    
      
         


      

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

     

    Notwithstanding
the provisions of Section 3.01 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 3.01 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

     

    Each
Security shall be dated the date of its authentication.

     

    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 3.09, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     

    Section
3.04. Temporary Securities.

     

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

     

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

     

    Section
3.05. Registration, Registration of Transfer and Exchange.

     

    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security
Register” ) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.

     

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

     

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

     

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

     

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

     

    No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any
transfer.


    
      
         


      

      
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    If the
Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (a) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 11.03 and ending at
the close of business on the day of such mailing, or (b) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in
part.

     

    The
provisions of clauses (a), (b), (c) and (d) below shall apply only to
Global Securities:

     

    (a) Each
Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof
and delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes of
this Indenture.

     

    (b)
Notwithstanding any other provision in this Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a
Global Security in whole or in part may be registered, in the name of any Person
other than the Depositary for such Global Security or a nominee thereof unless
(i) such Depositary (A) has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security or (B) has
ceased to be a clearing agency registered under the Exchange Act,
(ii) there shall have occurred and be continuing an Event of Default with
respect to such Global Security or (iii) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been
specified for this purpose as contemplated by Section 3.01.

     

    (c)
Subject to Clause (b) above, any exchange of a Global Security for other
Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.

     

    (d) Every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

     

    Section
3.06. Mutilated, Destroyed, Lost and Stolen Securities.

     

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

     

    If there
shall be delivered to the Company and the Trustee (a) evidence to their
satisfaction of the destruction, loss or theft of any Security and (b) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     

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

     

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

     

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

     

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

     

    Section
3.07. Payment of Interest; Interest Rights Preserved.

     

    Except as
otherwise provided as contemplated by Section 3.01 with respect to any
series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     

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


    
      
         


      

      
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    (a) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be given to each
Holder of Securities of such series in the manner set forth in
Section 1.06, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause
(b).

     

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

     

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

     

    Section
3.08. Persons Deemed Owners.

     

    Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 3.07) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     

    Section
3.09. Cancellation.

     

    All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of as directed by a Company Order.

     

    Section
3.10. Computation of Interest.

     

    Except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months.

     

    ARTICLE
FOUR

    SATISFACTION
AND DISCHARGE

     

    Section
4.01. Satisfaction and Discharge of Indenture.

     

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

     

    (a)
either:

     

    (i) all
Securities theretofore authenticated and delivered (other than
(A) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.06 and (B) Securities
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 10.03) have been
delivered to the Trustee for cancellation; or


    
      
         


      

      
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    (ii) all
such Securities not theretofore delivered to the Trustee for cancellation
(A) have become due and payable, or (B) will become due and payable at
their Stated Maturity within one year, or (C) are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (A), (B) or
(C) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose money in an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and any premium and interest to
the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may
be.

     

    (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 6.07, the obligations of the Trustee to any
Authenticating Agent under Section 6.14 and, if money shall have been
deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive.

     

    Section
4.02. Application of Trust Money.

     

    Subject
to the provisions of the last paragraph of Section 10.03, all money
deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the
Trustee.

     

    ARTICLE
FIVE

    REMEDIES

     

    Section
5.01. Events of Default.

     

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

     

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

     

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

     

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

     

    (d)
default in the performance, or breach, of any covenant or warranty of the
Company in this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with
or which has expressly been included in this Indenture solely for the benefit of
series of Securities other than that series), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or

     

    (e) the
entry by a court having jurisdiction in the premises of

     

    (i) a
decree or order for relief in respect of the Company or any Restricted
Subsidiary in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law;
or

     

    (ii) a
decree or order adjudging the Company or any such Restricted Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any such Restricted Subsidiary under any applicable Federal or State
law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any such Restricted
Subsidiary or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days; or

     

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


    
      
         


      

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

     

    Section
5.02. Acceleration of Maturity; Rescission and Annulment.

     

    If an
Event of Default (other than an Event of Default specified in
Section 5.01(e) or 5.01(f)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in clause
(e) or (f) of Section 5.01 with respect to Securities of any
series at the time Outstanding occurs, the principal amount of all the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.

     

    At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may waive any
existing Event of Default and its consequences under this Indenture except a
continuing Event of Default in payment of interest or premium on, or the
principal of, the Notes.

     

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

     

    The
Trustee shall not be required to act upon an Event of Default unless it has
actual knowledge of such Event of Default.

     

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

     

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

     

    Section
5.04. Trustee May File Proofs of Claim.

     

    In case
of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of
the Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

     

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

     

    Section
5.05. 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.


    
      
         


      

      
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    Section
5.06. 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 any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

     

    FIRST: To
the payment of all amounts due the Trustee under Section 6.07;

     

    [IF
SUBORDINATED INDENTURE: SECOND: To the extent provided in Article Fourteen, to
the holders of Senior Debt of the Company in accordance with Article Fourteen;]
and

     

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

     

    Section
5.07. 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 not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder; (c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

     

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

     

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

     

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

     

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

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 3.07) interest on such Security
on the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

     

    Section
5.09. 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
5.10. Rights and Remedies Cumulative.

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     

    Section
5.11. 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.


    
      
         


      

      
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    Section
5.12. 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;
and

     

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

     

    Section
5.13. 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

     

    (a) in
the payment of the principal of or any premium or interest on any Security of
such series; or

     

    (b) in
respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected. Upon any such waiver, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent
thereon.

     

    Section
5.14. Undertaking for Costs.

     

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

     

    Section
5.15. Waiver of Usury, Stay or Extension Laws.

     

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

     

    ARTICLE
SIX

    THE
TRUSTEE

     

    Section
6.01. Certain Duties and Responsibilities.

     

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

     

    Section
6.02. Notice of Defaults.

     

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

     

    Section
6.03. Certain Rights of Trustee.

     

    Subject
to the provisions of Section 601:

     

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


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    Section
6.04. Not Responsible for Recitals or Issuance of Securities.

     

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

     

    Section
6.05. May Hold Securities.

     

    The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.08 and
6.13, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.

     

    Section
6.06. Money Held in Trust.

     

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

     

    Section
6.07. Compensation and Reimbursement.

     

    The
Company agrees

     

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

     

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

     

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

     

    Section
6.08. Conflicting Interests.

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture. To the extent permitted by such Act,
the Trustee shall not be deemed to have a conflicting interest by virtue of
being a trustee under this Indenture with respect to Securities of more than one
series [or a trustee under — list here any prior indentures between the Company
and the Trustee that have not been satisfied and discharged and that may be
excluded by the proviso to Section 3.10(b)(1) of the Trust Indenture
Act].


    
      
         


      

      
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    Section
6.09. Corporate Trustee Required; Eligibility.

     

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

     

    Section
6.10. Resignation and Removal; Appointment of Successor.

     

    No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.

     

    The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.11 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     

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

     

    If at any
time:

     

    (a) the
Trustee shall fail to comply with Section 6.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months; or

     

    (b) the
Trustee shall cease to be eligible under Section 6.09 and shall fail to
resign after written request therefor by the Company or by any such Holder;
or

     

    (c) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (B) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

     

    If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     

    The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 1.06. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust
Office.

     

    Section
6.11. Acceptance of Appointment by Successor.

     

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


    
      
         


      

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

     

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

     

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

     

    Section
6.12. Merger, Conversion, Consolidation or Succession to Business.

     

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

     

    Section
6.13. Preferential Collection of Claims Against Company.

     

    If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

     

    Section
6.14. Appointment of Authenticating Agent.

     

    The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.06, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $             
and subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     

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


    
      
         


      

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

     

    The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 6.07.

     

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

     

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

     

    
      
        
          	 
      	 
      	 
      
	 
      	 
      	
                  As
      Trustee

                
	 
      	 
      
	
                  By

                	 
      	 
      
	 
      	 
      	
                  As
      Authenticating Agent

                
	 
      	 
      
	
                  By

                	 
      	 
      
	 
      	 
      	
                  Authorized
      Officer

                


        

      

    

     

    ARTICLE
SEVEN

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    Section
7.01. Company to Furnish Trustee Names and Addresses of Holders.

     

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

     

    (a)
semi-annually, not later than January 15 and July 15 in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of each series as of the preceding
December 31 or June 30, as the case may be, and

     

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

     

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

     

    Section
7.02. Preservation of Information; Communications to Holders.

     

    The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.01 and the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.01
upon receipt of a new list so furnished.

     

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

     

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

     

    Section
7.03. Reports by Trustee.

     

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

     

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


    
      
         


      

      
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    Section
7.04. Reports by Company.

     

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

     

    ARTICLE
EIGHT

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

     

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

     

    The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

     

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

     

    (b)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing;

     

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

     

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

     

    Section
8.02. Successor Substituted.

     

    Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.01, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

     

    ARTICLE
NINE

    SUPPLEMENTAL
INDENTURES

     

    Section
9.01. Supplemental Indentures Without Consent of Holders.

     

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

     

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

     

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


    
      
         


      

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

     

    (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; or

     

    (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 (i) shall neither (A) 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 (B) modify the rights of the Holder of
any such Security with respect to such provision or (ii) shall become
effective only when there is no such Security Outstanding; or

     

    (f) to
establish the form or terms of Securities of any series as permitted by Sections
2.01 and 3.01; or

     

    (g) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.11; or

     

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

     

    Section
9.02. Supplemental Indentures With Consent of Holders.

     

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

     

    (a)
change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or any
other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.02, or change any Place of
Payment where, or the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), or modify the
provisions of this Indenture with respect to the subordination of the Securities
in a manner materially adverse to the Holders; or

     

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

     

    (c)
modify any of the provisions of this Section, Section 5.13 or
Section 10.09, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to “the
Trustee” and concomitant changes in this Section and Section 10.09,
or the deletion of this proviso, in accordance with the requirements of
Section 6.11 and clause (h) of Section 9.01.

     

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

     

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

     

    Section
9.03. Execution of Supplemental Indentures.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.01) 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 may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


    
      
         


      

      
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    Section
9.04. Effect of Supplemental Indentures.

     

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

     

    Section
9.05. Conformity with Trust Indenture Act.

     

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

     

    Section
9.06. Reference in Securities to Supplemental Indentures.

     

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

     

    ARTICLE
TEN

    COVENANTS

     

    Section
10.01. Payment of Principal, Premium and Interest.

     

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

     

    Section
10.02. Maintenance of Office or Agency.

     

    The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

     

    Section
10.03. Money for Securities Payments to Be Held in Trust.

     

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

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, prior to each due date of the principal of or any premium or interest
on any Securities of that series, deposit with a Paying Agent a sum sufficient
to pay such amount, such sum to be held as provided by the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act. The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such Paying Agent
will (1) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent and (2) during the continuance of any default by
the Company (or any other obligor upon the Securities of that series) in the
making of any payment in respect of the Securities of that series, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that
series.

     

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


    
      
         


      

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

     

    Section
10.04. Statement by Officers as to Default.

     

    The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

     

    Section
10.05. Existence.

     

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

     

    Section
10.06. Maintenance of Properties.

     

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

     

    Section
10.07. Payment of Taxes and Other Claims.

     

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

     

    Section
10.08. Maintenance of Insurance.

     

    The
Company shall, and shall cause its Restricted Subsidiaries to, keep at all times
all of their properties which are of an insurable nature insured against loss or
damage with insurers believed by the Company to be responsible to the extent
that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business
practice. The Company shall, and shall cause its Restricted Subsidiaries to, use
the proceeds from any such insurance policy to repair, replace or otherwise
restore the property to which such proceeds relate.

     

    Section
10.09. Waiver of Certain Covenants.

     

    Except as
otherwise specified as contemplated by Section 301 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to clause (r) of Section 3.01
or clause (b) or (g) of Section 9.01 for the benefit of the
Holders of such series or in any of Sections 10.05 to 10.07, inclusive, if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


    
      
         


      

      
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    ARTICLE
ELEVEN

    OPTIONAL
REDEMPTION OF SECURITIES

     

    Section
11.01. Applicability of Article.

     

    Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.01 for such Securities) in accordance with this
Article.

     

    Section
11.02. Election to Redeem; Notice to Trustee.

     

    The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.01
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 45 days prior to
but no more than 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.

     

    Section
11.03. Selection by Trustee of Securities to Be Redeemed.

     

    If less
than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not less than 30 days nor more than 60 days prior to
the Redemption Date by the Trustee, from the Outstanding Securities of such
series not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of a portion of the principal amount of any Security of such series, provided
that the unredeemed portion of the principal amount of any Security shall be in
an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not less than 30 days nor more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding
sentence.

     

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

     

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

     

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

     

    Section
11.04. Notice of Redemption.

     

    Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security
Register.

     

    All
notices of redemption shall state:

     

    (a) the
Redemption Date;

     

    (b) the
Redemption Price;

     

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

     

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

     

    (e) that
on the Redemption Date, if such is the case, the right of the holders of each
such Security to convert the Securities shall terminate;

     

    (f) the
place or places where each such Security is to be surrendered for payment of the
Redemption Price; and

     

    (g) that
the redemption is for a sinking fund, if such is the case.


    
      
         


      

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

     

    Section
11.05. Deposit of Redemption Price.

     

    Prior to
any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.03) an amount of money sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

     

    Section
11.06. Securities Payable on Redemption Date.

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.07.

     

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

     

    Section
11.07. Securities Redeemed in Part.

     

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

     

    ARTICLE
TWELVE

    SINKING
FUNDS

     

    Section
12.01. Applicability of Article.

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.01 for such Securities.

     

    The
minimum amount of any sinking fund payment provided for by the terms of any
Securities is herein referred to as a “mandatory
sinking fund payment” , and any payment in excess of such minimum amount
provided for by the terms of such Securities is herein referred to as an “optional sinking
fund payment” . If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities as provided for by the terms of such Securities.

     

    Section
12.02. Satisfaction of Sinking Fund Payments with Securities.

     

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

     

    Section
12.03. Redemption of Securities for Sinking Fund.

     

    Not less
than 30 days prior to each sinking fund payment date for any Securities, the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 12.02
and will also deliver to the Trustee any Securities to be so delivered. Not less
than 15 days prior to each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 11.03 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 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.06 and 11.07.


    
      
         


      

      
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    ARTICLE
THIRTEEN

    DEFEASANCE
AND COVENANT DEFEASANCE

     

    .
13.01. Company’s Option to Effect Defeasance or Covenant
Defeasance.

     

    The
Company may elect, at its option at any time, to have  13.02 or
Section 13.03 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.01 as being defeasible
pursuant to such Section 13.02 or 1303, in accordance with any applicable
requirements provided pursuant to Section 3.01 and upon compliance with the
conditions set forth below in this Article. Any such election shall be evidenced
by a Board Resolution or in another manner specified as contemplated by
Section 3.01 for such Securities.

     

    Section
13.02. Defeasance and Discharge.

     

    Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, the Company shall be
deemed to have been discharged from its obligations, with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 13.04 are satisfied (hereinafter called “Defeasance”
). For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 13.04 and as more
fully set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (b) the
Company’s obligations with respect to such Securities under Sections 3.04, 3.05,
3.06, 10.02 and 10.03, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (d) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 13.03 applied to such
Securities.

     

    Section
13.03. Covenant Defeasance.

     

    Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (a) the Company
shall be released from its obligations under clause (c) of
Section 8.01, Sections 10.06 through 10.08, inclusive, and any covenants
provided pursuant to clause (r) of Section 3.01 or clause (b) or
(g) of Section 9.01 for the benefit of the Holders of such Securities;
and (b) the occurrence of any event specified in clause (d) of
Section 5.01 (with respect to any of clause (c) of Section 8.01,
Sections 10.06 through 10.08, inclusive, and any such covenants provided
pursuant to clause (r) of Section 301 or clause (b) or
(g) of Section 9.01 shall be deemed not to be or result in an Event of
Default, in each case will respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called “Covenant
Defeasance” ). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of clause
(d) of Section 5.01), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

     

    Section
13.04. Conditions to Defeasance or Covenant Defeasance.

     

    The
following shall be the conditions to the application of Section 13.02 or
Section 13.03 to any Securities or any series of Securities, as the case
may be:

     

    (a) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 6.09 and agrees to comply with the provisions of this Article
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (i) money in an amount,
or (ii) U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (iii) a combination thereof, in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities. As used herein, “U.S. Government
Obligation” means (x) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation 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, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any U.S. Government Obligation which is
specified in Clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so specified
and held, 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
depositary receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


    
      
         


      

      
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    (b) In
the event of an election to have  13.02 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or
(ii) since the date of this instrument, there has been a change in the
applicable Federal income tax law, in either case (i) or (ii) to the
effect that, and based thereon such opinion shall confirm that, the Holders of
such Securities will not recognize gain or loss for Federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with respect
to such Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.

     

    (c) In
the event of an election to have Section 13.03 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and
Covenant Defeasance were not to occur.

     

    (d) The
Company shall have delivered to the Trustee an Officer’s Certificate to the
effect that neither such Securities nor any other Securities of the same series,
if then listed on any securities exchange, will be delisted as a result of such
deposit.

     

    (e) No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in clause (e) or (f) of Section 5.01, at any
time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
90th day).

     

    (f) Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all
Securities are in default within the meaning of such Act).

     

    (g) Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any material agreement or instrument to which the
Company or any of its Restricted Subsidiaries is a party or by which it is
bound.

     

    (h) Such
Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or
exempt from registration thereunder.

     

    (i) At
the time of such deposit, (i) no default in the payment of any principal of
or premium or interest on any Senior Debt shall have occurred and be continuing,
(ii) no event of default with respect to any Senior Debt shall have
resulted in such Senior Debt becoming, and continuing to be, due and payable
prior to the date on which it would otherwise have become due and payable
(unless payment of such Senior Debt has been made or duly provided for), and
(iii) no other event of default with respect to any Senior Debt shall have
occurred and be continuing permitting (after notice or lapse of time or both)
the holders of such Senior Debt (or a trustee on behalf of such holders) to
declare such Senior Debt due and payable prior to the date on which it would
otherwise have become due and payable.

     

    (j) The
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.

     

    Section
13.05. Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions.

     

    Subject
to the provisions of the last paragraph of Section 10.03, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 13.06, the Trustee and any such other trustee are referred to
collectively as the “Trustee”
) pursuant to Section 13.04 in respect of any Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.

     

    Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 13.04 with respect
to any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.


    
      
         


      

      
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    Section
13.06. Reinstatement.

     

    If the
Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to
Section 13.02 or 1303 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 13.05 with respect to such Securities in
accordance with this Article; provided, however, that if the Company makes any
payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

     

    [IF
SUBORDINATED INDENTURE:]

     

    ARTICLE
FOURTEEN

    SUBORDINATION
OF SECURITIES

     

    Section
14.01. Securities Subordinate to Senior Debt.

     

    The
Company covenants and agrees, and each Holder of a Security, by his acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article (subject to the provisions of Article Four
and Article Thirteen), the payment of the principal of (and premium, if any) and
interest on each and all of the Securities are hereby expressly made subordinate
and subject in right of payment to the prior payment in full of all Senior
Debt.

     

    Section
14.02. Payment Over of Proceeds Upon Dissolution, Etc.

     

    In the
event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its creditors, as such, or
to its assets, or (b) any liquidation, dissolution or other winding up of
the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshalling of assets or liabilities of the Company, then
and in any such event specified in (a), (b) or (c) above (each such
event, if any, herein sometimes referred to as a “Proceeding”
) the holders of Senior Debt will be first entitled to receive payment in full
of all amounts due or to become due on or in respect of all Senior Debt, or
provision shall be made for such payment, in cash or Cash Equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, before the
Holders of the Securities are entitled to receive any payment or distribution of
any kind or character, on account of principal of (or premium, if any) or
interest on or other obligations in respect of the Securities or on account of
any purchase or other acquisition of Securities by the Company or any Subsidiary
of the Company (all such payments, distributions, purchases and acquisitions
herein referred to, individually and collectively, as a “Securities
Payment” ), and to that end the holders of Senior Debt shall be entitled
to receive, for application to the payment thereof, any Securities Payment which
may be payable or deliverable in respect of the Securities in any such
Proceeding.

     

    In the
event that, notwithstanding the foregoing provisions of this Section, the
Trustee receives payment or distribution of assets of the Company of any kind or
character, before all the Senior Debt is paid in full in cash or Cash
Equivalents, then and in such event such Securities Payment shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay the Senior Debt in
full in cash or Cash Equivalents.

     

    For
purposes of this Article only, the words “any payment or distribution of any
kind or character, whether in cash, property or securities” shall not be deemed
to include a payment or distribution of stock or securities of the Company
provided for by a plan of reorganization or readjustment authorized by an order
or decree of a court of competent jurisdiction in a reorganization proceeding
under any applicable bankruptcy law or of any other corporation provided for by
such plan of reorganization or readjustment which stock or securities are
subordinated in right of payment to all then outstanding Senior Debt to at least
the same extent as the Securities are so subordinated as provided in this
Article; provided, however, that (a) if a new corporation results from such
reorganization or readjustment, such corporation assumes any Senior Debt not
paid in full in cash or Cash Equivalents in connection with such reorganization
or readjustment and (b) the rights of the holders of such Senior Debt are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of all or substantially all of its
properties and assets as an entirety to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article Eight.

     

    Section
14.03. No Payment When Senior Debt in Default.

     

    In the
event that any Senior Payment Default (as defined below) shall have occurred and
be continuing, then no Securities Payment shall be made unless and until such
Senior Payment Default shall have been cured or waived or shall have ceased to
exist or all amounts then due and payable in respect of Senior Debt shall have
been paid in full, or provision shall have been made for such payment, in cash
or Cash Equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt. “Senior Payment
Default” means any default in the payment of principal of (or premium, if
any) or interest on any Senior Debt when due, whether at the Maturity thereof or
by declaration of acceleration, call for redemption or
otherwise.


    
      
         


      

      
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    In the
event that any Senior Nonmonetary Default (as defined below) shall have occurred
and be continuing, then, upon the receipt by the Company and the Trustee of
written notice of such Senior Nonmonetary Default from the representatives of
holders of the Designated Senior Debt to which such default relates, the Company
may not make any payments on account of the Securities or on account of the
purchase or redemption or other acquisition of Securities for a period (the
“blockage
period” ) commencing on the date the Company and Trustee receive such
written notice and ending on the earlier of (a) the 179th day after the
date of such receipt of such written notice and (b) the date, if any, on
which the Designated Senior Debt to which such default relates is discharged or
such default is waived or otherwise cured. In any event, not more than one
blockage period may be commenced during any period of 360 consecutive days and
there shall be a period of at least 181 consecutive days in each period of 360
consecutive days when no blockage period is in effect. For all purposes of this
paragraph, no Senior Nonmonetary Default that existed or was continuing on the
date of commencement of any blockage period with respect to the Designated
Senior Debt initiating such blockage period will be, or can be, made the basis
for the commencement of a subsequent blockage period unless such default has
been cured or waived for a period of not less than 180 consecutive days. “Senior
Nonmonetary Default” means the occurrence or existence and continuance of
any event of default, or of any event which, after notice or lapse of time (or
both), would become an event of default, under the terms of any instrument
pursuant to which any Designated Senior Debt is outstanding, permitting (after
notice or lapse of time or both) one or more holders of such Senior Debt (or a
trustee or agent on behalf of the holders thereof) to declare such Senior Debt
due and payable prior to the date on which it would otherwise become due and
payable, other than a Senior Payment Default.

     

    In the
event and during the continuation of any default in the payment of principal of
(or premium, if any) or interest on any Senior Debt beyond any applicable grace
period with respect thereto, or in the event that any event of default with
respect to any Senior Debt shall have occurred and be continuing permitting the
holders of such Senior Debt (or a trustee on behalf of the holders thereof) to
declare such Senior Debt, and shall have resulted in such Senior Debt becoming
or being declared, due and payable prior to the date on which it would otherwise
have become due and payable, unless and until such event of default shall have
been cured or waived or shall have ceased to exist, or in the event any judicial
proceeding shall be pending with respect to any such default in payment or event
of default, then no Securities Payment shall be made.

     

    In the
event that, notwithstanding the foregoing, the Company shall make any Securities
Payment to the Trustee or any Holder prohibited by the foregoing provisions of
this Section, then and in such event, subject to Section 14.04, such
Securities Payment shall be paid over and delivered forthwith to the holders of
the Senior Debt remaining unpaid, to the extent necessary to pay in full all the
Senior Debt.

     

    The
provisions of this Section shall not apply to any Securities Payment with
respect to which Section 1402 would be applicable.

     

    Section
14.04. Payment Permitted If No Default.

     

    Nothing
contained in this Article or elsewhere in this Indenture or in any of the
Securities shall prevent (a) the Company, at any time except during the
pendency of any Proceeding referred to in Section 1402 or under the
conditions described in Section 14.03, from making Securities Payments, or
(b) the application by the Trustee of any money deposited with it hereunder
to Securities Payments or the retention of such Securities Payment by the
Holders, if, at the time of such application by the Trustee, it did not have
knowledge that such Securities Payment would have been prohibited by the
provisions of this Article.

     

    Section
14.05. Subrogation to Rights of Holders of Senior Debt.

     

    Subject
to the payment in full of all amounts due or to become due on or in respect of
Senior Debt, or the provision for such payment, in cash or Cash Equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of
the Securities shall be subrogated (equally and ratably with the holders of all
Indebtedness of the Company which by its express terms is subordinated to
Indebtedness of the Company to substantially the same extent as the Securities
are subordinated to the Senior Debt and is entitled to like rights of
subrogation by reason of any payments or distributions made to holders of such
Senior Debt) to the rights of the holders of such Senior Debt to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

     

    Section
14.06. Provisions Solely to Define Relative Rights.

     

    The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders on the one hand and the holders of
Senior Debt on the other hand. Nothing contained in this Article or elsewhere in
this Indenture or in the Securities is intended to or shall (a) impair, as
among the Company, its creditors other than holders of Senior Debt and the
Holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against the Company of the Holders of the Securities and
creditors of the Company other than the holders of Senior Debt; or
(c) prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

     

    
      
        
        

      

      
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    Section
14.07. Trustee to Effectuate Subordination.

     

    Each
Holder of a Security by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

     

    Section
14.08. No Waiver of Subordination Provisions.

     

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

     

    Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Debt may, at any time and from time to time, without the consent of or
notice to the Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (a) change the manner, place or terms of
payment or extend the time of payment of, or renew, increase or alter, Senior
Debt, or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (b) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (c) release
any Person liable in any manner for the payment or collection of Senior Debt;
and (d) exercise or refrain from exercising any rights against the Company
and any other Person.

     

    Section
14.09. Notice to Trustee.

     

    The
Company shall give prompt written notice to the Trustee of any fact known to the
Company which would prohibit the making of any payment to or by the Trustee in
respect of the Securities. Notwithstanding the provisions of this Article or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from the Company or a holder
of Senior Debt or from any trustee therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of
Section 6.01, shall be entitled in all respects to assume that no such
facts exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section at least three Business Days prior to the
date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (and premium, if
any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within three Business Days prior to such date.

     

    Subject
to the provisions of Section 6.01, the Trustee shall be entitled to rely on
the delivery to it of a written notice by a Person representing himself to be a
holder of Senior Debt (or a trustee therefor) to establish that such notice has
been given by a holder of Senior Debt (or a trustee therefor). In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     

    Section
14.10. Reliance on Judicial Order or Certificate of Liquidating
Agent.

     

    Upon any
payment or distribution of assets of the Company referred to in this Article,
the Trustee, subject to the provisions of Section 601, and the Holders of
the Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such Proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Debt and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.

     

    Section
14.11. Trustee Not Fiduciary for Holders of Senior Debt.

     

    The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to Holders of Securities or to the Company or
to any other Person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise.


    
      
         


      

      
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    Section
14.12. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s
Rights.

     

    The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article with respect to any Senior Debt which may at any time be held by
it, to the same extent as any other holder of Senior Debt, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such
holder.

     

    Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.07.

     

    Section
14.13. Article Applicable to Paying Agents.

     

    In case
at any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term “Trustee”
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that  14.14 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.

     

    Section
14.14. Defeasance of this Article Fourteen.

     

    The
subordination of the Securities provided by this Article is expressly made
subject to the provisions for defeasance or covenant defeasance in Article
Thirteen hereof and, anything herein to the contrary notwithstanding, upon the
effectiveness of any such defeasance or covenant defeasance, the Securities then
outstanding shall thereupon cease to be subordinated pursuant to this Article
Fourteen.

     

    [Signatures
on following page]

     

    
      
         


      

      
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    This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument. In proving the existence of
this Indenture it shall not be necessary to produce more than one
copy.

     

    SIGNATURES

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 
      	 
      	 
      	 
      	 
      
	
                                                                  Dated as of 

                                                                	 
      	 
      	 
      	
                                                                  ISSUER:

                                                                
	 
      	 
      	 
      	 
      	
                                                                  TOWERSTREAM
      CORPORATION

                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                                                  By:

                                                                	
                                                                     

                                                                
	 
      	 
      	 
      	 
      	
                                                                  Name:

                                                                
	 
      	 
      	 
      	 
      	
                                                                  Title:

                                                                
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                                                  TRUSTEE

                                                                  [            ],
      AS TRUSTEE

                                                                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                                                  By:

                                                                	 
      
	 
      	 
      	 
      	 
      	
                                                                  Name:

                                                                
	 
      	 
      	 
      	 
      	
                                                                  Title:

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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