Exhibit
4.3

    


    SAMSON
OIL & GAS LIMITED

    


    as
Issuer

    


    and

    


    
      
        

      

    

    


    as
Trustee

     

    
      
 

    INDENTURE

    


    
      dated as
of  ________________, 20__

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    	
                            ARTICLE
      1. DEFINITIONS AND INCORPORATION BY REFERENCE

                          	
                            1

                          
	
                            SECTION
      1.01

                          	
                            Certain
      Definitions.

                          	
                            1

                          
	
                            SECTION
      1.02

                          	
                            Other
      Definitions.

                          	
                            4

                          
	
                            SECTION
      1.03

                          	
                            Trust
      Indenture Act.

                          	
                            4

                          
	
                            SECTION
      1.04

                          	
                            Rules
      of Construction.

                          	
                            5

                          
	 	 
	
                            ARTICLE
      2. THE SECURITIES

                          	
                            5

                          
	
                            SECTION
      2.01

                          	
                            Unlimited
      In Amount, Issuable In Series, Form and Dating.

                          	
                            5

                          
	
                            SECTION
      2.02

                          	
                            Execution
      and Authentication.

                          	
                            7

                          
	
                            SECTION
      2.03

                          	
                            Registrar
      and Paying Agent.

                          	
                            8

                          
	
                            SECTION
      2.04

                          	
                            Paying
      Agent to Hold Money in Trust.

                          	
                            8

                          
	
                            SECTION
      2.05

                          	
                            Securityholder
      Lists.

                          	
                            9

                          
	
                            SECTION
      2.06

                          	
                            Transfer
      and Exchange.

                          	
                            9

                          
	
                            SECTION
      2.07

                          	
                            Replacement
      Securities.

                          	
                            9

                          
	
                            SECTION
      2.08

                          	
                            Outstanding
      Securities.

                          	
                            10

                          
	
                            SECTION
      2.09

                          	
                            Temporary
      Securities.

                          	
                            10

                          
	
                            SECTION
      2.10

                          	
                            Cancellation.

                          	
                            10

                          
	
                            SECTION
      2.11

                          	
                            Defaulted
      Interest.

                          	
                            11

                          
	
                            SECTION
      2.12

                          	
                            Special
      Record Dates.

                          	
                            11

                          
	
                            SECTION
      2.13

                          	
                            Global
      Securities.

                          	
                            11

                          
	
                            SECTION
      2.14

                          	
                            CUSIP
      Numbers.

                          	
                            13

                          
	 	 
	
                            ARTICLE
      3. REDEMPTION

                          	
                            13

                          
	
                            SECTION
      3.01

                          	
                            Notices
      to Trustee.

                          	
                            13

                          
	
                            SECTION
      3.02

                          	
                            Selection
      of Securities to Be Redeemed.

                          	
                            13

                          
	
                            SECTION
      3.03

                          	
                            Notice
      of Redemption.

                          	
                            14

                          
	
                            SECTION
      3.04

                          	
                            Effect
      of Notice of Redemption.

                          	
                            14

                          
	
                            SECTION
      3.05

                          	
                            Deposit
      of Redemption Price.

                          	
                            15

                          
	
                            SECTION
      3.06

                          	
                            Securities
      Redeemed in Part.

                          	
                            15

                          
	 	 
	
                            ARTICLE
      4. COVENANTS

                          	
                            15

                          
	
                            SECTION
      4.01

                          	
                            Payment
      of Securities.

                          	
                            15

                          
	
                            SECTION
      4.02

                          	
                            Commission
      Reports.

                          	
                            15

                          
	
                            SECTION
      4.03

                          	
                            Compliance
      Certificate.

                          	
                            15

                          
	 	 
	
                            ARTICLE
      5. SUCCESSORS

                          	
                            16

                          
	
                            SECTION
      5.01

                          	
                            When
      Company May Merge, etc.

                          	
                            16

                          
	
                            SECTION
      5.02

                          	
                            Successor
      Corporation Substituted.

                          	
                            16

                          
	 	 
	
                            ARTICLE
      6. DEFAULTS AND REMEDIES

                          	
                            17

                          
	
                            SECTION
      6.01

                          	
                            Events
      of Default.

                          	
                            17

                          
	
                            SECTION
      6.02

                          	
                            Acceleration.

                          	
                            18

                          
	
                            SECTION
      6.03

                          	
                            Other
      Remedies.

                          	
                            18

                          
	
                            SECTION
      6.04

                          	
                            Waiver
      of Defaults.

                          	
                            19

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Table of Contents
(Cont’d)

     

    
      
        
          
            
              
                
                  
                    	 	 	
                            Page

                          
	 	 	 
	
                            SECTION
      6.05

                          	
                            Control
      by Majority.

                          	
                            19

                          
	
                            SECTION
      6.06

                          	
                            Limitation
      on Suits.

                          	
                            19

                          
	
                            SECTION
      6.07

                          	
                            Rights
      of Holders to Receive Payment.

                          	
                            20

                          
	
                            SECTION
      6.08

                          	
                            Collection
      Suit by Trustee.

                          	
                            20

                          
	
                            SECTION
      6.09

                          	
                            Trustee
      May File Proofs of Claim.

                          	
                            20

                          
	
                            SECTION
      6.10

                          	
                            Priorities.

                          	
                            21

                          
	
                            SECTION
      6.11

                          	
                            Undertaking
      for Costs.

                          	
                            21

                          
	 	 
	
                            ARTICLE
      7. TRUSTEE

                          	
                            21

                          
	
                            SECTION
      7.01

                          	
                            Duties
      of Trustee.

                          	
                            21

                          
	
                            SECTION
      7.02

                          	
                            Rights
      of Trustee.

                          	
                            22

                          
	
                            SECTION
      7.03

                          	
                            Individual
      Rights of Trustee.

                          	
                            23

                          
	
                            SECTION
      7.04

                          	
                            Trustee’s
      Disclaimer.

                          	
                            23

                          
	
                            SECTION
      7.05

                          	
                            Notice
      of Defaults.

                          	
                            23

                          
	
                            SECTION
      7.06

                          	
                            Reports
      by Trustee to Holders.

                          	
                            24

                          
	
                            SECTION
      7.07

                          	
                            Compensation
      and Indemnity.

                          	
                            24

                          
	
                            SECTION
      7.08

                          	
                            Replacement
      of Trustee.

                          	
                            25

                          
	
                            SECTION
      7.09

                          	
                            Successor
      Trustee by Merger, etc.

                          	
                            26

                          
	
                            SECTION
      7.10

                          	
                            Eligibility;
      Disqualification.

                          	
                            26

                          
	
                            SECTION
      7.11

                          	
                            Preferential
      Collection of Claims Against Company.

                          	
                            26

                          
	 	 
	
                            ARTICLE
      8. SATISFACTION AND DISCHARGE; DEFEASANCE

                          	
                            26

                          
	
                            SECTION
      8.01

                          	
                            Satisfaction
      and Discharge of Indenture.

                          	
                            26

                          
	
                            SECTION
      8.02

                          	
                            Application
      of Trust Funds; Indemnification.

                          	
                            28

                          
	
                            SECTION
      8.03

                          	
                            Legal
      Defeasance of Securities of any Series.

                          	
                            28

                          
	
                            SECTION
      8.04

                          	
                            Covenant
      Defeasance.

                          	
                            30

                          
	
                            SECTION
      8.05

                          	
                            Repayment
      to Company.

                          	
                            31

                          
	 	 
	
                            ARTICLE
      9. SUPPLEMENTS, AMENDMENTS AND WAIVERS

                          	
                            31

                          
	
                            SECTION
      9.01

                          	
                            Without
      Consent of Holders.

                          	
                            31

                          
	
                            SECTION
      9.02

                          	
                            With
      Consent of Holders.

                          	
                            32

                          
	
                            SECTION
      9.03

                          	
                            Revocation
      and Effect of Consents.

                          	
                            33

                          
	
                            SECTION
      9.04

                          	
                            Notation
      on or Exchange of Securities.

                          	
                            33

                          
	
                            SECTION
      9.05

                          	
                            Trustee
      to Sign Amendments, etc.

                          	
                            33

                          
	 	 
	
                            ARTICLE
      10. MISCELLANEOUS

                          	
                            34

                          
	
                            SECTION
      10.01

                          	
                            Notices.

                          	
                            34

                          
	
                            SECTION
      10.02

                          	
                            Communication
      By Holders With other Holders.

                          	
                            35

                          
	
                            SECTION
      10.03

                          	
                            Certificate
      and Opinion as to Conditions Precedent.

                          	
                            35

                          
	
                            SECTION
      10.04

                          	
                            Statements
      Required in Certificate or Opinion.

                          	
                            35

                          
	
                            SECTION
      10.05

                          	
                            Rules
      by Trustee and Agents.

                          	
                            36

                          
	
                            SECTION
      10.06

                          	
                            Legal
      Holidays.

                          	
                            36

                          
	
                            SECTION
      10.07

                          	
                            No
      Recourse Against Others.

                          	
                            36

                          
	
                            SECTION
      10.08

                          	
                            Counterparts.

                          	
                            36

                          
	
                            SECTION
      10.09

                          	
                            Governing
      Law.

                          	
                            36

                          
	
                            SECTION
      10.10

                          	
                            Severability.

                          	
                            36

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    Table of Contents
(Cont’d)

     

    
      
        
          	 	 	
                  Page

                
	 	 	 
	
                  SECTION
      10.11

                	
                  Effect
      of Headings, Table of Contents, etc.

                	
                  36

                
	
                  SECTION
      10.12

                	
                  Successors
      and Assigns.

                	
                  37

                
	
                  SECTION
      10.13

                	
                  No
      Interpretation of Other Agreements.

                	
                  37

                


        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE*

     

    
      
        
          
            
              
                
                  
                    	
                            Trust Indenture Act Section

                          	 
      	
                            Indenture Section

                          	 
	
                            310

                          	
                            (a)(1)

                          	 
      	
                            7.10

                          	 
	 
      	
                            (a)(2)

                          	 
      	
                            7.10

                          	 
	 
      	
                            (a)(3)

                          	 
      	
                            N.A.

                          	 
	 
      	
                            (a)(4)

                          	 
      	
                            N.A.

                          	 
	 
      	
                            (a)(5)

                          	 
      	
                            7.10

                          	 
	 
      	
                            (b)

                          	 
      	
                            7.03;
      7.08; 7.10

                          	 
	 
      	
                            (c)

                          	 
      	
                            N.A.

                          	 
	
                            311

                          	
                            (a)

                          	 
      	
                            7.11

                          	 
	 
      	
                            (b)

                          	 
      	
                            7.11

                          	 
	 
      	
                            (c)

                          	 
      	
                            N.A.

                          	 
	
                            312

                          	
                            (a)

                          	 
      	
                            2.05

                          	 
	 
      	
                            (b)

                          	 
      	
                            10.02

                          	 
	 
      	
                            (c)

                          	 
      	
                            10.02

                          	 
	
                            313

                          	
                            (a)

                          	 
      	
                            7.06

                          	 
	 
      	
                            (b)

                          	 
      	
                            7.06

                          	 
	 
      	
                            (c)

                          	 
      	
                            7.06;
      10.01

                          	 
	 
      	
                            (d)

                          	 
      	
                            7.06

                          	 
	
                            314

                          	
                            (a)

                          	 
      	
                            4.02;
      10.01

                          	 
	 
      	
                            (b)

                          	 
      	
                            N.A.

                          	 
	 
      	
                            (c)(1)

                          	 
      	
                            10.03

                          	 
	 
      	
                            (c)
      (2)

                          	 
      	
                            10.03

                          	 
	 
      	
                            (c)
      (3)

                          	 
      	
                            N.A.

                          	 
	 
      	
                            (d)

                          	 
      	
                            N.A.

                          	 
	 
      	
                            (e)

                          	 
      	
                            10.04

                          	 
	 
      	
                            (f)

                          	 
      	
                            N.A.

                          	 
	
                            315

                          	
                            (a)

                          	 
      	
                            7.01(b)(i);
      7.01(b)(ii); 7.02

                          	 
	 
      	
                            (b)

                          	 
      	
                            7.05;
      10.01

                          	 
	 
      	
                            (c)

                          	 
      	
                            7.01(a);
      7.02

                          	 
	 
      	
                            (d)

                          	 
      	
                            7.01(c);
      7.02

                          	 
	 
      	
                            (e)

                          	 
      	
                            6.11

                          	 
	
                            316

                          	
                            (a)(last
      sentence)

                          	 
      	
                            2.08

                          	 
	 
      	
                            (a)(1)(A)

                          	 
      	
                            6.05

                          	 
	 
      	
                            (a)(1)(B)

                          	 
      	
                            6.04

                          	 
	 
      	
                            (a)(2)

                          	 
      	
                            N.A.

                          	 
	 
      	
                            (b)

                          	 
      	
                            6.07

                          	 
	 
      	
                            (c)

                          	 
      	
                            2.12;
      9.03

                          	 
	
                            317

                          	
                            (a)(1)

                          	 
      	
                            6.08

                          	 
	 
      	
                            (a)(2)

                          	 
      	
                            6.09

                          	 
	 
      	
                            (b)

                          	 
      	
                            2.04

                          	 
	
                            318

                          	
                            (a)

                          	 
      	
                            1.03

                          	 
	 
      	
                            (b)

                          	 
      	
                            N.A.

                          	 
	 
      	
                            (c)

                          	
                              

                          	
                            1.03

                          	 


                  

                

              

            

          

        

      

    

    ________________

    N.A.
means not applicable.

    * This
Cross-Reference Table is not part of the Indenture.


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    INDENTURE
dated as of ____________, 20__ between Samson Oil & Gas Limited, an
Australian corporation (the “Company”), and _______________________, a
_________________, as Trustee (the “Trustee”).

     

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

     

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

     

    ARTICLE
1.

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    SECTION
1.01          Certain
Definitions.

     

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

     

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

     

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

     

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

     

    “Closing Date” means the date
on which the Securities of a particular series were originally issued under this
Indenture.

     

    “Commission” means the
Securities and Exchange Commission.

     

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

     

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

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

    “Corporate Trust Office” shall
mean the corporate trust office of the Trustee, which shall initially be
____________________.

     

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

     

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

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.

     

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

     

    “Holder” or “Securityholder” means a
Person in whose name a Security is registered in the register of Securities kept
by the Registrar.

     

    “IFRS” means the international
financial reporting standards adopted by the International Accounting Standards
Board.

     

    “Indenture” means this
Indenture, as amended or supplemented from time to time.

     

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

     

    “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 Stated Maturity or by declaration of acceleration, call for
redemption or otherwise.

     

    “Officer” means the Managing
Director, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, any Vice President, the Treasurer, the
Controller, the Secretary, any Assistant Treasurer or any Assistant Secretary of
the Company.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

    “Principal” of a Security
means the principal amount due on the Stated Maturity of the Security plus the
premium, if any, on the Security.

     

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

     

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

     

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

     

    “Subsidiary” means any
corporation, partnership or limited liability company of which the Company, or
the Company and one or more Subsidiaries, or any one or more Subsidiaries,
directly or indirectly owns or own (i) in the case of a corporation, voting
securities entitling the holders thereof to elect a majority of the directors,
either at all times or so long as there is no default or contingency which
permits the holders of any other class of securities to vote for the election of
one or more directors, (ii) in the case of a partnership, at least a majority of
the general partnership interests and at least a majority of total outstanding
partnership interests or (iii) in the case of a limited liability company, at
least a majority of the membership interests.

     

    “TIA” means the Trust
Indenture Act of 1939, as amended from time to time, and as in effect on the
date of execution of this Indenture; provided, however, that in the event the
TIA is amended after such date, “TIA” means, to the extent required by such
amendment, the Trust Indenture Act, as so amended.

     

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

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Trust Officer” means any
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

     

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

     

    SECTION
1.02          Other
Definitions.

     

    
      
        
          	
                  Term

                	 
      	
                  Defined in Section

                
	 
      	 
      	 
      
	
                  “Bankruptcy
      Law”

                	 
      	
                  6.01

                
	
                  “Custodian”

                	 
      	
                  6.01

                
	
                  “Event
      of Default”

                	 
      	
                  6.01

                
	
                  “Legal
      Holiday”

                	 
      	
                  10.06

                
	
                  “Paying
      Agent”

                	 
      	
                  2.03

                
	
                  “Place
      of Payment”

                	 
      	
                  2.01

                
	
                  “Registrar”

                	
                    

                	
                  2.03

                


        

      

    

     

    SECTION
1.03          Trust Indenture
Act.

     

    The
provisions of TIA Sections 310 through 317 that impose duties on any Person
(including the provisions automatically deemed included herein unless expressly
excluded by this Indenture) are a part of and govern this Indenture upon and so
long as the Indenture and Securities are subject to the TIA.  If any
provision of this Indenture limits, qualifies or conflicts with such duties, the
duties imposed by the Indenture shall control.  If a provision of the
TIA requires or permits a provision of this Indenture and the TIA provision is
amended, then the Indenture provision shall be automatically amended to like
effect.

     

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

     

    “indenture
securities” means the Securities.

     

    “indenture
securityholder” means a Securityholder.

     

    “indenture
to be qualified” means this Indenture.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

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

     

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

     

    SECTION
1.04          Rules of
Construction.

     

    Unless
the context otherwise requires:

     

    
      	
               
      

            	
              (i)

            	
              a
      term defined in Section 1.01 or 1.02 has the meaning assigned to it
      therein, and terms defined in the TIA and not defined in Section 1.01 or
      1.02 have the meanings assigned to them in the
  TIA;

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

            	
              “or”
      is not exclusive;

            


    

     

    
      	
               
      

            	
              (iv)

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

            


    

     

    
      	
               
      

            	
              (v)

            	
              provisions
      apply to successive events and transactions;
and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              “including”
      means without limitation.

            


    

     

    ARTICLE
2.

    THE
SECURITIES

     

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

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.  The Securities may be issued in
one or more series.  There shall be established in or pursuant to a
Board Resolution or an Officers Certificate pursuant to authority granted under
a Board Resolution or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series:

     

    
      	
               
      

            	
              (a)

            	
              the
      title of the Securities of the series (which shall distinguish the
      Securities of the series from all other
  securities);

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      limit upon the aggregate principal amount of Securities of the series that
      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 this Article 2);

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              the
      rate or rates that may be fixed or variable at which the Securities of the
      series shall bear interest, if any, or the manner in which such rate or
      rates shall be determined, the date or dates from which such interest
      shall accrue, the interest payment dates on which such interest shall be
      payable and the record dates for the determination of Holders to whom
      interest is payable;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      place or places where the principal of and any interest on Securities of
      the series shall be payable, if other than as provided
    herein;

            


    

     

    
      	
               
      

            	
              (g)

            	
              one
      currency or currencies in which the Securities are issued and
      payable;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      conversion or exchange provisions applicable to the
      Securities;

            


    

     

    
      	
               
      

            	
              (i)

            	
              whether
      and upon what terms the series of Securities will be convertible into
      equity or debt securities of the
Company;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      price or prices at which (if any), the period or periods within which (if
      any) and the terms and conditions upon which (if other than as provided
      herein) Securities of the series may be redeemed, in whole or in part, at
      the option, or as an obligation, of the
Company;

            


    

     

    
      	
               
      

            	
              (k)

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

            


    

     

    
      	
               
      

            	
              (l)

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

            


    

     

    
      	
               
      

            	
              (m)

            	
              whether
      the Securities of the series shall be issued in whole or in part in the
      form of a Global Security or Securities; the terms and conditions, if any,
      upon which such Global Security or Securities may be exchanged in whole or
      in part for other individual securities, and the Depositary for such
      Global Security and Securities;

            


    

     

    
      	
               
      

            	
              (n)

            	
              if
      other than the principal amount thereof, the portion of the principal
      amount of Securities of the series which shall be payable upon declaration
      of acceleration of the maturity thereof pursuant to Section 6.02
      hereof;

            


    

     

    
      	
               
      

            	
              (o)

            	
              any
      Events of Default with respect to the Securities of a particular series,
      if not set forth herein;

            


    

     

    
      	
               
      

            	
              (p)

            	
              any
      additions or changes to, or deletions from, the covenants set forth in
      Article 4 or the acceleration provisions applicable to Securities of
      the series;

            


    

     

    
      	
               
      

            	
              (q)

            	
              the
      provisions, if any, relating to any security provided for the Securities
      of the series;

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (r)

            	
              the
      Trustee for the series of
Securities;

            


    

     

    
      	
               
      

            	
              (s)

            	
              any
      other terms of the series (which terms shall not be inconsistent with the
      provisions of this Indenture, but which may modify or delete any provision
      of this Indenture with respect to such series; provided, however, that no
      such term may modify or delete any provision hereof if imposed by the TIA;
      and provided, further, that any modification or deletion of the rights,
      duties or immunities of the Trustee hereunder shall have been consented to
      in writing by the Trustee).

            


    

     

    All
Securities of any series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or Officers Certificate or in any such indenture supplemental
hereto.

     

    The
principal of and any interest on the Securities shall be payable at the office
or agency of the Company designated in the form of Security for the series (each
such place herein called the “Place of Payment”); provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the address of the Person entitled thereto as such address shall appear in the
register of Securities referred to in Section 2.03 hereof.

     

    Each
Security shall be in one of the forms approved from time to time by or pursuant
to a Board Resolution or Officers Certificate, or established in one or more
indentures supplemental hereto.  Prior to the delivery of a Security
to the Trustee for authentication in any form approved by or pursuant to a Board
Resolution or Officers Certificate, the Company shall deliver to the Trustee the
Board Resolution or Officers Certificate by or pursuant to which such form of
Security has been approved, which Board Resolution or Officers Certificate shall
have attached thereto a true and correct copy of the form of Security that has
been approved by or pursuant thereto.

     

    The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage.  Each Security shall be dated the date of its
authentication.

     

    SECTION
2.02          Execution and
Authentication.

     

    Two
officers shall sign the Securities for the Company by manual or facsimile
signature.

     

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

     

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

     

    The
Trustee shall authenticate Securities for original issue upon a Company
Order.

     

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

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    SECTION
2.03          Registrar and Paying
Agent.

     

    The
Company shall maintain an office or agency where Securities of a particular
series may be presented for registration of transfer or for exchange (the
“Registrar”) and an office or agency where Securities of that series may be
presented for payment (a “Paying Agent”).  The Registrar for a
particular series of Securities shall keep a register of the Securities of that
series and of their transfer and exchange.  The Company may appoint
one or more co-Registrars and one or more additional paying agents for each
series of Securities.  The term “Paying Agent” includes any additional
paying agent.  The Company may change any Paying Agent, Registrar or
co-Registrar without prior notice to any Securityholder.  The Company
shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture.

     

    If the
Company fails to maintain a Registrar or Paying Agent for any series of
Securities, the Trustee shall act as such.  The Company or any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.

     

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

     

    SECTION
2.04          Paying Agent to Hold Money
in Trust.

     

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

     

    The
Company shall require each Paying Agent other than the Trustee to agree in
writing that such Paying Agent will hold in trust for the benefit of the
Securityholders of the particular series for which it is acting, or the Trustee,
all money held by the Paying Agent for the payment of principal or interest on
the Securities of such series, and that such Paying Agent will notify the
Trustee of any Default by the Company or any other obligor of the series of
Securities in making any such payment and at any time during the continuance of
any such Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.  If the
Company or an Affiliate acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Securityholders of the particular
series for which it is acting all money held by it as Paying
Agent.  The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee.  Upon so doing, the Paying Agent (if
other than the Company or an Affiliate of the Company) shall have no further
liability for such money.  Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Securities.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    SECTION
2.05          Securityholder
Lists.

     

    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Securityholders,
separately by series, and shall otherwise comply with TIA Section
312(a).  If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least seven business days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders, separately by series, relating to such
interest payment date or request, as the case may be.

     

    SECTION
2.06          Transfer and
Exchange.

     

    Where
Securities of a series are presented to the Registrar or a co-Registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of the same series of other authorized denominations, the
Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met.  To permit registrations of transfers
and exchanges, the Company shall issue and the Trustee shall authenticate
Securities at the Registrar’s request.

     

    No
service charge shall be made for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.09, 2.13, 3.06 or 9.04).

     

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

     

    SECTION
2.07          Replacement
Securities.

     

    If a
mutilated Security is surrendered to the Trustee or if the Holder of a Security
claims that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security of
same series if the Company’s and the Trustee’s requirements are
met.  The Trustee or the Company may require an indemnity bond to be
furnished which is sufficient in the judgment of both to protect the Company,
the Trustee, and any Agent from any loss which any of them may suffer if a
Security is replaced.  The Company may charge such Holder for its
expenses in replacing a Security.

     

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

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    SECTION
2.08          Outstanding
Securities.

     

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

     

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

     

    If
Securities are considered paid under Section 4.01, they cease to be outstanding
and interest on them ceases to accrue.

     

    A
Security does not cease to be outstanding because the Company or an Affiliate
holds the Security; however, TIA Section 316(a) shall apply where
appropriate.

     

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

     

    SECTION
2.09          Temporary
Securities.

     

    Until
definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities upon a written order of the
Company signed by one Officer of the Company.  Temporary Securities
shall be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate for temporary
Securities.  Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities.

     

    Holders
of temporary securities shall be entitled to all of the benefits of this
Indenture.

     

    SECTION
2.10          Cancellation.

     

    The
Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment.  The Trustee shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall return such canceled Securities to the Company at the
Company’s written request.  The Company may not issue new Securities
to replace Securities that it has paid or that have been delivered to the
Trustee for cancellation.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    SECTION
2.11          Defaulted
Interest.

     

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

     

    SECTION
2.12          Special Record
Dates.

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Company may, but shall not be obligated to, fix any day as a record date
      for the purpose of determining the Holders of any series of Securities
      entitled to join in the giving or making of any notice of Default, any
      declaration of acceleration, any request to institute proceedings or any
      other similar direction.  If a record date is fixed, the Holders
      of Securities of that series outstanding on such record date, and no other
      Holders, shall be entitled to join in such notice, declaration, request or
      direction, whether or not such Holders remain Holders after such record
      date; provided, however, that no such action shall be effective hereunder
      unless taken on or prior to the date 90 days after such record
      date.

            


    

     

    SECTION
2.13          Global
Securities.

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Transfer and
      Exchange.  Notwithstanding any provisions to the contrary
      contained in Section 2.06 of this Indenture and in addition thereto, any
      Global Security shall be exchangeable pursuant to Section 2.06 of this
      Indenture for Securities registered in the names of Holders other than the
      Depositary for such Security or its nominee only if (i) such Depositary
      notifies the Company that it is unwilling or unable to continue as
      Depositary for such Global Security or if at any time such Depositary
      ceases to be a clearing agency registered under the Exchange Act, and, in
      either case, the Company fails to appoint a successor Depositary within 90
      days of such event or (ii) the Company executes and delivers to the
      Trustee an Officers Certificate to the effect that such Global Security
      shall be so exchangeable.  Any Global Security that is
      exchangeable pursuant to the preceding sentence shall be exchangeable for
      Securities registered in such names as the Depositary shall direct in
      writing in an aggregate principal amount equal to the principal amount of
      the Global Security with like tenor and
terms.

            


    

     

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

     

    
      	
               
      

            	
              (c)

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

            


    

     

    “Unless
this certificate is presented by an authorized representative of
_______________, to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
___________ or such other name as may be requested by an authorized
representative of ________ (and any payment is made to ___________ or such other
entity as may be requested by an authorized representative of __________), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, ___________ has an interest
herein.  Transfer of this Global Security shall be limited to
transfers in whole, but not in part, to nominees of _______ or to a successor
thereof or such successor’s nominee and limited to transfers made in accordance
with the restrictions set forth in the Indenture referred to
herein.”

    


    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

            	
              Payments.  Notwithstanding
      the other provisions of this Indenture, unless otherwise specified as
      contemplated by Section 2.01 hereof, payment of the principal of and
      interest, if any, on any Global Security shall be made to the Person
      specified therein.

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

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

            


    

     

    SECTION
2.14          CUSIP
Numbers.

     

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

     

    ARTICLE
3.

    REDEMPTION

     

    SECTION
3.01          Notices to
Trustee.

     

    If the
Company elects to redeem Securities of any series pursuant to any optional
redemption provisions thereof, it shall notify the Trustee of the redemption
date and the principal amount of Securities of that series to be
redeemed.

     

    If the
Company elects to reduce the principal amount of Securities of any series to be
redeemed pursuant to mandatory redemption provisions thereof, it shall notify
the Trustee of the amount of, and the basis for, any such
reduction.  If the Company elects to credit against any such mandatory
redemption Securities it has not previously delivered to the Trustee for
cancellation, it shall deliver such Securities with such notice.

     

    The
Company shall give the notice provided for in this Section at least 45 days
before the redemption date (unless a shorter notice period shall be satisfactory
to the Trustee), which notice shall specify the provisions of such Security
pursuant to which the Company elects to redeem such Securities.

     

    SECTION
3.02          Selection of Securities to
Be Redeemed.

     

    If less
than all the securities of any series are to be redeemed, the Trustee shall
select the Securities of that series to be redeemed by a method that complies
with the requirements of any exchange on which the Securities of that series are
listed, or, if the Securities of that series are not listed on an exchange, by
lot or by such other method as the Trustee deems appropriate.  The
Trustee shall make the selection not more than 75 days and not less than 30 days
before the redemption date from Securities of that series outstanding and not
previously called for redemption.  Except as otherwise provided as to
any particular series of Securities, Securities and portions thereof that the
Trustee selects shall be in amounts equal to the minimum authorized denomination
for Securities of the series to be redeemed or any integral multiple
thereof.  Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for
redemption.  The Trustee shall notify the Company promptly in writing
of the Securities or portions of Securities to be called for
redemption.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    SECTION
3.03          Notice of
Redemption.

     

    Except as
otherwise provided as to any particular series of Securities, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail a
notice of redemption to each Holder whose Securities are to be
redeemed.

     

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

     

    
      	
               
      

            	
              (1)

            	
              the
      redemption date;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      redemption price;

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      name and address of the Paying
Agent;

            


    

     

    
      	
               
      

            	
              (5)

            	
              that
      Securities called for redemption must be surrendered to the Paying Agent
      to collect the redemption price;

            


    

     

    
      	
               
      

            	
              (6)

            	
              that,
      unless the Company defaults in payment of the redemption price, interest
      on Securities called for redemption ceases to accrue on and after the
      redemption date; and

            


    

     

    
      	
               
      

            	
              (7)

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

            


    

     

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

     

    SECTION
3.04          Effect of Notice of
Redemption.

     

    Once
notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities called for redemption become due and payable on the redemption date
for the redemption price.  Upon surrender to the Paying Agent, such
Securities will be paid at the redemption price.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    SECTION
3.05          Deposit of Redemption
Price.


    On or
before the redemption date, the Company shall deposit with the Paying Agent (or,
if the Company or any Affiliate is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the redemption price of all Securities called for
redemption on that date, other than Securities that have previously been
delivered by the Company to the Trustee for cancellation.  The Paying
Agent shall return to the Company any money not required for that
purpose.

     

    SECTION
3.06          Securities Redeemed in
Part.

     

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

     

    ARTICLE
4.

    COVENANTS

     

    SECTION
4.01          Payment of
Securities.

     

    The
Company shall pay or cause to be paid the principal of and interest on the
Securities on the dates and in the manner provided in this Indenture and the
Securities.  Principal and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or an Affiliate, holds
on that date immediately available funds designated for and sufficient to pay
all principal and interest then due.

     

    To the
extent lawful, the Company shall pay interest on overdue principal and overdue
installments of interest at the rate per annum borne by the applicable series of
Securities.

     

    SECTION
4.02          Commission
Reports.

     

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

     

    SECTION
4.03          Compliance
Certificate.

     

    The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers Certificate stating that in the course
of the performance by the signers of their duties as officers of the Company,
they would normally have knowledge of any failure by the Company to comply with
all conditions, or default by the Company with respect to any covenants, under
this Indenture, and further stating whether or not they have knowledge of any
such failure or default and, if so, specifying each such failure or default and
the nature thereof.  For purposes of this Section, such compliance
shall be determined without regard to any period of grace or requirement of
notice provided for in this Indenture.  The certificate need not
comply with Section 10.03 hereof.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    The
Company shall, so long as any of the Securities are outstanding, deliver to the
Trustee, forthwith upon becoming aware of any Default or Event of Default, an
Officers Certificate specifying such Default or Event of Default and what action
the Company is taking or proposes to take with respect thereto.

     

    ARTICLE
5.

    SUCCESSORS

     

    SECTION
5.01          When Company May Merge,
etc.

     

    Unless
the terms of the Securities of a series provide otherwise, the Company shall not
consolidate or merge with or into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets in one or more related
transactions to any Person unless:

     

    
      	
               
      

            	
              (1)

            	
              the
      Company is the surviving corporation or the Person formed by or surviving
      any such consolidation or merger (if other than the Company) or to which
      such sale, assignment, transfer, lease, conveyance or other disposition
      shall have been made is a corporation organized and existing under the
      laws of the United States, any state thereof or the District of
      Columbia;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Person formed by or surviving any such consolidation or merger (if other
      than the Company) or the Person to which such sale, assignment, transfer,
      lease, conveyance or other disposition shall have been made assumes by
      supplemental indenture all the obligations of the Company under the
      Securities and this Indenture; and

            


    

     

    
      	
               
      

            	
              (3)

            	
              immediately
      prior to and after giving effect to the transaction no Default or Event of
      Default shall have occurred and be
continuing.

            


    

     

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

     

    SECTION
5.02          Successor Corporation
Substituted.

     

    Upon any
consolidation or merger, or any transfer by the Company (other than by lease) of
all or substantially all of the assets of the Company in accordance with Section
5.01 hereof, the successor corporation formed by such consolidation or into
which the Company is merged or to which such transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor corporation had
been named as the Company herein.  In the event of any such transfer,
the predecessor Company shall be released and discharged from all liabilities
and obligations in respect of the Securities and the Indenture, and the
predecessor Company may be dissolved, wound up or liquidated at any time
thereafter.

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    ARTICLE
6.

    DEFAULTS
AND REMEDIES

     

    SECTION
6.01          Events of
Default.

     

    An “Event
of Default” occurs with respect to Securities of any particular series if,
unless in the establishing Board Resolution, Officers Certificate or
supplemental indenture hereto, it is provided that such series shall not have
the benefit of said Event of Default:

     

    
      	
               
      

            	
              (1)

            	
              the
      Company defaults in the payment of interest on any Security of that series
      when the same becomes due and payable, and the Default continues for a
      period of 30 days;

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

            	
              an
      Event of Default, as defined in the Securities of that series, occurs and
      is continuing, or the Company fails to comply with any of its other
      agreements in the Securities of that series or in this Indenture with
      respect to that series and the Default continues for the period and after
      the notice specified below;

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              a)

            	
              commences
      a voluntary case;

            


    

     

    
      	
               
      

            	
              b)

            	
              consents
      to the entry of an order for relief against it in an involuntary
      case;

            


    

     

    
      	
               
      

            	
              c)

            	
              consents
      to the appointment of a Custodian of it or for all or substantially all of
      its property;

            


    

     

    
      	
               
      

            	
              d)

            	
              makes
      a general assignment for the benefit of its creditors;
  or

            


    

     

    
      	
               
      

            	
              e)

            	
              admits
      in writing its inability generally to pay its debts as the same become
      due.

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              a)

            	
              is
      for relief against the Company in an involuntary
  case;

            


    

     

    
      	
               
      

            	
              b)

            	
              appoints
      a Custodian of the Company or for all or substantially all of its
      property; or

            


    

     

    
      	
               
      

            	
              c)

            	
              orders
      the liquidation of the Company;

            


    

     

    and the
order or decree remains unstayed and in effect for 60 days; or

     

    
      	
               
      

            	
              (6)

            	
              any
      other Event of  Default provided with respect to Securities of
      that series which is specified in a Board Resolution, Officers Certificate
      or supplemental indenture establishing that series of
      Securities.

            


    

     

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

     

    A Default
under clause (3) above is not an Event of Default with respect to a particular
series of Securities until the Trustee or the Holders of at least 50% in
principal amount of the then outstanding Securities of that series notify the
Company of the Default and the Company does not cure the Default within 60 days
after receipt of the notice.  The notice must specify the Default,
demand that it be remedied and state that the notice is a “Notice of
Default.”  Such notice shall be given by the Trustee if so requested
in writing by the Holders of 50% of the principal amount of the then outstanding
Securities of that series.

     

    SECTION
6.02          Acceleration.

     

    If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in clauses (4) and (5) of Section 6.01) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 50%
in principal amount of the then outstanding Securities of that series by notice
to the Company and the Trustee, may declare the unpaid principal (or, in the
case of Original Issue Discount Securities, such lesser amount as may be
provided for in such Securities) of and any accrued interest on all the
Securities of that series to be due and payable.  Upon such
declaration, the principal (or such lesser amount) and interest shall be due and
payable immediately.  If an Event of Default specified in clause (4)
or (5) of Section 6.01 occurs, all of such amount shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.  The Holders of a majority in principal
amount of the then outstanding Securities of that series by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
with respect to that series have been cured or waived except nonpayment of
principal (or such lesser amount) or interest that has become due solely because
of the acceleration.

     

    SECTION
6.03          Other
Remedies.

     

    If an
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal or interest on the Securities of that series or to enforce the
performance of any provision of the Securities of that series or this
Indenture.

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding.  A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  All
remedies are cumulative to the extent permitted by law.

     

    SECTION
6.04          Waiver of
Defaults.

     

    Subject
to Section 9.02, the Holders of a majority in principal amount of the then
outstanding Securities of any series, by notice to the Trustee, may waive an
existing or past Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default in the payment of the
principal (including any mandatory sinking fund or like payment) of or interest
on any Security of that series (provided, however, that the Holders of a
majority in principal amount of the outstanding Securities of any series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration).

     

    SECTION
6.05          Control by
Majority.

     

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

     

    SECTION
6.06           Limitation on
Suits.

     

    A Holder
of Securities of any series may not pursue a remedy with respect to this
Indenture or the Securities unless:

     

    
      	
               
      

            	
              (1)

            	
              the
      Holder gives to the Trustee written notice of a continuing Event of
      Default with respect to that
series;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Holders of at least 50% in principal amount of the then outstanding
      Securities of that series make a written request to the Trustee to pursue
      the remedy;

            


    

     

    
      	
               
      

            	
              (3)

            	
              such
      Holder or Holders offer to the Trustee indemnity satisfactory to the
      Trustee against any loss, liability or
expense;

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      Trustee does not comply with the request within 60 days after receipt of
      the request and the offer and, if requested, the provision of indemnity;
      and

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (5)

            	
              during
      such 60-day period the Holders of a majority in principal amount of the
      then outstanding Securities of that series do not give the Trustee a
      direction inconsistent with the
request.

            


    

     

    No Holder
of any series of Securities may use this Indenture to prejudice the rights of
another Holder of Securities of that series or to obtain a preference or
priority over another Holder of Securities of that series.

     

    SECTION
6.07          Rights of Holders to Receive
Payment.

     

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

     

    SECTION
6.08          Collection Suit by
Trustee.

     

    If an
Event of Default specified in Section 6.01(l) or (2) hereof occurs and is
continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal (or such portion of the principal as may be
specified as due upon acceleration at that time in the terms of that series of
Securities) and interest, if any, remaining unpaid on the Securities of that
series then outstanding, together with (to the extent lawful) interest on
overdue principal and interest, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07 hereof.

     

    SECTION
6.09          Trustee May File Proofs of
Claim.

     

    The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor on the Securities), its creditors or its property and shall be
entitled to and empowered to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07 hereof.  Nothing contained
herein shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Securityholder 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 Securityholder in any such proceeding.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    SECTION
6.10          Priorities.

     

    If the
Trustee collects any money with respect to Securities of any series pursuant to
this Article, it shall pay out the money in the following order:

     

    
      	
              First:

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

            


    

     

    
      	
              Second:

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

            


    

     

    
      	
              Third:

            	
              to
      the Company or to such party as a court of competent jurisdiction shall
      direct.

            


    

     

    The
Trustee may fix a record date and payment date for any payment to Holders of
Securities of any series pursuant to this Section.  The Trustee shall
notify the Company in writing reasonably in advance of any such record date and
payment date.

     

    SECTION
6.11          Undertaking for
Costs.

     

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

     

    ARTICLE
7.

    TRUSTEE

     

    SECTION
7.01          Duties of
Trustee.

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

            	
              Except
      during the continuance of an Event of Default known to the
      Trustee:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      duties of the Trustee shall be determined solely by the express provisions
      of this Indenture or the TIA and the Trustee need perform only those
      duties that are specifically set forth in this Indenture or the TIA and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

            


    

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              in
      the absence of bad faith on its part, the Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions
      expressed therein, upon certificates or opinions furnished to the Trustee
      and conforming to the requirements of this Indenture.  However,
      in the case of any certificates or opinions which by any provision hereof
      are specifically required to be furnished to the Trustee, the Trustee
      shall examine the certificates and opinions to determine whether or not
      they conform to the requirements of this Indenture (but need not confirm
      or investigate the accuracy of mathematical calculations or other facts
      stated therein).

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (i)

            	
              this
      paragraph does not limit the effect of paragraph (b) of this
      Section;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Trustee shall not be liable for any error of judgment made in good faith
      by a responsible officer of the Trustee, unless it is proved that the
      Trustee was negligent in ascertaining the pertinent facts;
    and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Trustee shall not be liable with respect to any action it takes or omits
      to take in good faith in accordance with a direction received by it
      pursuant to Section 6.05 hereof.

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

            	
              No
      provision of this Indenture shall require the Trustee to expend or risk
      its own funds or incur any liability.  The Trustee may refuse to
      perform any duty or exercise any right or power unless it receives
      security and indemnity satisfactory to it against any loss, liability or
      expense.

            


    

     

    
      	
               
      

            	
              (f)

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

            


    

     

    SECTION
7.02          Rights of
Trustee.

     

    Subject
to TIA Section 315(a) through (d):

     

    
      	
               
      

            	
              (a)

            	
              The
      Trustee may conclusively rely on any document believed by it to be genuine
      and to have been signed or presented by the proper person.  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.

            


    

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

            	
              Unless
      otherwise specifically provided in this Indenture, any demand, request,
      direction or notice from the Company shall be sufficient if signed by an
      officer of the Company.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Trustee may consult with counsel of its selection and may rely upon the
      advice of such counsel or any Opinion of
  Counsel.

            


    

     

    The
Trustee shall be deemed to have notice of any Default or Event of Default only
if a Trust Officer of the Trustee has actual knowledge thereof or receives at
the Corporate Trust Office of the Trustee written notice of any event that is in
fact a Default or Event of Default, and such notice references the Securities
generally or the Securities of a particular series, as the case may be, and this
Indenture.

     

    SECTION
7.03          Individual Rights of
Trustee.

     

    The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or an Affiliate with the
same rights it would have if it were not Trustee.  Any Agent may do
the same with like rights.  However, the Trustee is subject to TIA
Sections 310(b) and 311.

     

    SECTION
7.04          Trustee’s
Disclaimer.

     

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

     

    SECTION
7.05          Notice of
Defaults.

     

    If a
Default or Event of Default with respect to the Securities of any series occurs
and is continuing and if the Trustee is deemed to have notice thereof, the
Trustee shall mail to all Holders of Securities of that series a notice of the
Default or Event of Default within 90 days after it occurs.  Except in
the case of a Default or Event of Default in payment on any such Security, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of such Securityholders.

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    SECTION
7.06          Reports by Trustee to
Holders.

     

    Within 60
days after May 15 in each year, the Trustee with respect to any series of
Securities shall mail to Holders of Securities of that series as provided in TIA
Section 313(c) a brief report dated as of such May 15 that complies with TIA
Section 313(a) (if such report is required by TIA Section
313(a)).  The Trustee shall also comply with TIA Section
313(b).

     

    A copy of
each report at the time of its mailing to Securityholders shall be mailed to the
Company and filed with the Commission and each stock exchange on which any of
the Securities are listed, as required by TIA Section 313(d).  The
Company shall notify the Trustee when the Securities are listed on any stock
exchange, and of any delisting thereof.

     

    SECTION
7.07          Compensation and
Indemnity.

     

    The
Company shall pay to the Trustee from time to time such compensation as shall be
agreed upon in writing for its services hereunder.  The Company shall
reimburse the Trustee upon written request for all reasonable out-of-pocket
expenses incurred by it.  Such expenses shall include the reasonable
compensation and out-of-pocket expenses of the Trustee’s agents and
counsel.

     

    The
Company shall indemnify each of the Trustee or any predecessor Trustee for any
loss, liability, damage, claims or expenses, including taxes (other than taxes
based upon, measured by or determined by the income of the Trustee) incurred by
it, without negligence or bad faith on its part, in connection with the
acceptance or administration of this Indenture and its duties
hereunder.  The Trustee shall notify the Company promptly of any claim
for which it may seek indemnity.  The Company shall defend the claim
and the Trustee shall cooperate in the defense.  The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel.  The Company need not pay for any settlement made
without its consent.

     

    To secure
the Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the
Trustee in its capacity as Trustee, except money or property held in trust to
pay principal and interest on particular Securities.  Such lien will
survive the satisfaction and discharge of this Indenture.

     

    If the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(4) or (5) hereof occurs, the expenses and the compensation for
the services will be intended to constitute expenses of administration under any
applicable Bankruptcy Law.

     

    This
Section 7.07 shall survive the termination of this Indenture.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    SECTION
7.08          Replacement of
Trustee.

     

    A
resignation or removal of the Trustee with respect to one or more or all series
of Securities and appointment of a successor Trustee shall become effective only
upon the successor Trustee’s acceptance of appointment as provided in this
Section.

     

    The
Trustee may resign with respect to one or more or all series of Securities by so
notifying the Company in writing.  The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee as to that series by so notifying the Trustee in writing and may appoint
a successor Trustee with the Company’s consent.  The Company may
remove the Trustee with respect to one or more or all series of Securities
if:

     

    
      	
               
      

            	
              (a)

            	
              the
      Trustee fails to comply with Section 7.10
  hereof;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Trustee is adjudged bankrupt or
insolvent;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      receiver or other public officer takes charge of the Trustee or its
      property; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Trustee becomes incapable of
acting.

            


    

     

    If, as to
any series of Securities, the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee for that series.  Within one year after
the successor Trustee with respect to any series takes office, the Holders of a
majority in principal amount of the then outstanding Securities of that series
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.  If a successor Trustee as to a particular series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal
amount of the then outstanding Securities of that series may petition any court
of competent jurisdiction for the appointment of a successor
Trustee.

     

    If the
Trustee fails to comply with Section 7.10 hereof with respect to any series, any
Holder of Securities of that series who satisfies the requirements of TIA
Section 310(b) may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee for that
series.

     

    A
successor Trustee as to any series of Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the
Company.  Immediately after that, the retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee (subject to
the lien provided for in Section 7.07 hereof), the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture as to that
series.  The successor Trustee shall mail a notice of its succession
to the Holders of Securities of that series.

     

    Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 hereof shall continue for the benefit of the
retiring trustee.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    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 that (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) shall contain such
provisions as shall be necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary or desirable to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; provided, however, that nothing herein or in such supplemental
Indenture shall constitute such Trustee co-trustees of the same trust and that
each such Trustee shall be trustee of a trust hereunder separate and apart from
any trust hereunder administered by any other such Trustee.

     

    Upon the
execution and delivery of such supplemental Indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates.

     

    SECTION
7.09          Successor Trustee by Merger,
etc.

     

    If the
Trustee as to any series of Securities consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee as to that series.

     

    SECTION
7.10          Eligibility;
Disqualification.

     

    Each
series of Securities shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5).  The Trustee as to any series
of Securities shall always have a combined capital and surplus of at least
$25,000,000 as set forth in its most recent published annual report of
condition.  The Trustee is subject to TIA Section 310(b).

     

    SECTION
7.11          Preferential Collection of
Claims Against Company.

     

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

     

    ARTICLE
8.

    SATISFACTION
AND DISCHARGE; DEFEASANCE

     

    SECTION
8.01          Satisfaction and Discharge
of Indenture.

     

    This
Indenture shall upon Company Order cease to be of further effect (except as 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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              either

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

            	
              all
      such securities not theretofore delivered to the Trustee for
      cancellation

            


    

     

    
      	
               
      

            	
              (1)

            	
              have
      become due and payable, or

            


    

     

    
      	
               
      

            	
              (2)

            	
              will
      become due and payable at their stated maturity within one year,
      or

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

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

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

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

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    SECTION
8.02          Application of Trust Funds;
Indemnification.

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    SECTION
8.03          Legal Defeasance of
Securities of any Series.

     

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

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

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

            


    

     

    provided
that, the following conditions shall have been satisfied:

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      	
               
      

            	
              (e)

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

            


    

     

    
      	
               
      

            	
              (f)

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

            


    

     

    
      	
               
      

            	
              (g)

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

            


    

     

    
      	
               
      

            	
              (h)

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

            


    

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (j)

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

            


    

     

    SECTION
8.04          Covenant
Defeasance.

     

    Unless
this Section 8.04 is otherwise inapplicable to Securities of any series, on and
after the 91st day after the date of the deposit referred to in subparagraph (a)
hereof, the Company may omit to comply with any term, provision or condition set
forth under Sections 4.02, 4.03 and 5.01 hereof as well as any additional
covenants contained in a supplemental indenture hereto for a particular series
of Securities or a Board Resolution or an Officers Certificate delivered
pursuant to Section 2.01 hereof (and the failure to comply with any such
provisions shall not constitute a Default or Event of Default under Section 6.01
hereof) and the occurrence of any event described in clause (5) of Section 6.01
hereof shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such series, provided that the following conditions
shall have been satisfied:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      Default or Event of Default with respect to the Securities of such series
      shall have occurred and be continuing on the date of such deposit or
      during the period ending on the 91st day after such
  date;

            


    

     

    
      	
               
      

            	
              (d)

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

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

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

            


    

     

    
      	
               
      

            	
              (f)

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

            


    

     

    SECTION
8.05          Repayment to
Company.

     

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

     

    ARTICLE
9.

    SUPPLEMENTS,
AMENDMENTS AND WAIVERS

     

    SECTION
9.01          Without Consent of
Holders.

     

    The
Company and the Trustee as to any series of Securities may supplement or amend
this Indenture or the Securities without notice to or the consent of any
Securityholder:

     

    
      	
               
      

            	
              (1)

            	
              to
      cure any ambiguity, defect or
inconsistency;

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      comply with Article 5;

            


    

     

    
      	
               
      

            	
              (3)

            	
              to
      comply with any requirements of the Commission in connection with the
      qualification of this Indenture under the
TIA;

            


    

     

    
      	
               
      

            	
              (4)

            	
              to
      provide for uncertificated Securities in addition to or in place of
      certificated Securities;

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (6)

            	
              to
      make any change that does not adversely affect in any material respect the
      interests of the Securityholders of any series;
  or

            


    

     

    
      	
               
      

            	
              (7)

            	
              to
      establish additional series of Securities as permitted by Section 2.01
      hereof.

            


    

     

    SECTION
9.02          With Consent of
Holders.

     

    Subject
to Section 6.07, the Company and the Trustee as to any series of Securities may
amend this Indenture or the Securities of that series with the written consent
of the Holders of a majority in principal amount of the then outstanding
Securities of each series affected by the amendment, with each such series
voting as a separate class.  The Holders of a majority in principal
amount of the then outstanding Securities of any series may also waive
compliance in a particular instance by the Company with any provision of this
Indenture with respect to that series or the Securities of that series;
provided, however, that without the consent of each Securityholder affected, an
amendment or waiver may not:

     

    
      	
               
      

            	
              (1)

            	
              reduce
      the percentage of the principal amount of Securities whose Holders must
      consent to an amendment or waiver;

            


    

     

    
      	
               
      

            	
              (2)

            	
              reduce
      the amount of, or postpone the date fixed for, the payment of any sinking
      fund or analogous provision;

            


    

     

    
      	
               
      

            	
              (3)

            	
              reduce
      the rate of, or change the time for payment of interest on, any
      Security;

            


    

     

    
      	
               
      

            	
              (4)

            	
              reduce
      the principal of or change the fixed maturity of any Security or waive a
      redemption payment or alter the redemption provisions with respect
      thereto;

            


    

     

    
      	
               
      

            	
              (5)

            	
              make
      any Security payable in money other than that stated in the Security
      (including defaulted interest);

            


    

     

    
      	
               
      

            	
              (6)

            	
              reduce
      the principal amount of original Issue Discount Securities payable upon
      acceleration of the maturity
thereof;

            


    

     

    
      	
               
      

            	
              (7)

            	
              make
      any change in Section 6.04, 6.07 or 9.02 (this sentence);
    or

            


    

     

    
      	
               
      

            	
              (8)

            	
              waive
      a default in the payment of the principal of, or interest on, any
      Security, except to the extent otherwise provided for in Section 6.02
      hereof.

            


    

     

    An
amendment or waiver under this Section that waives, changes or eliminates any
covenant or other provision of this Indenture that has expressly been included
solely for the benefit of one or more particular series of Securities, or that
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.

     

    
      
        
        

      

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

     

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

     

    SECTION
9.03          Revocation and Effect of
Consents.

     

    Until an
amendment or waiver becomes effective, a consent to it by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of the
Security or portion of the Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent is not made on any
Security; provided, however, that unless a record date shall have been
established pursuant to Section 2.12(a) hereof, any such Holder or subsequent
Holder may revoke the consent as to his or her Security or portion of a Security
if the Trustee receives the notice of revocation before the date on which the
amendment or waiver becomes effective.  An amendment or waiver shall
become effective on receipt by the Trustee of consents from the Holders of the
requisite percentage of principal amount of the outstanding Securities of any
series, and thereafter shall bind every Holder of Securities of that
series.

     

    SECTION
9.04          Notation on or Exchange of
Securities.

     

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

     

    SECTION
9.05          Trustee to Sign Amendments,
etc.

     

    The
Trustee shall receive an Opinion of Counsel stating that the execution of any
amendment or waiver proposed pursuant to this Article is authorized or permitted
by this Indenture.  Subject to the preceding sentence, the Trustee
shall sign such amendment or waiver if the same does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  The Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver that affects the Trustee’s own rights, duties, liabilities or immunities
under this Indenture or otherwise.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    ARTICLE
10.

    MISCELLANEOUS

     

    SECTION
10.01          Notices.

     

    Any
notice or communication is duly given if in writing and delivered in person or
sent by first-class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next-day delivery, addressed as
follows:

     

    If to the
Company:

     

    Samson
Oil & Gas Limited

    1726 Cole
Blvd, Suite 210

    Lakewood,
Colorado, 80401

    Attention:  Chief
Executive Officer

    Telephone:  (303)
295-0344

    Facsimile:  (303)
295-1961

     

    If to the
Trustee:

     

    __________________________

    __________________________

    __________________________

    __________________________

    Attention:  _________________

    Telephone:  ________________

    Facsimile:  _________________

     

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

     

    All
notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five business days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if telecopied; and the next business day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next-day delivery.

     

    Any
notice or communication to a Securityholder shall be mailed by first-class mail
to his address shown on the register kept by the Registrar.  Failure
to mail a notice or communication to a Securityholder or any defect in it shall
not affect its sufficiency with respect to other Securityholders.  If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

     

    SECTION
10.02          Communication By Holders
With other Holders.

     

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

     

    SECTION
10.03          Certificate and Opinion as
to Conditions Precedent.

     

    Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    SECTION
10.04            Statements Required in
Certificate or Opinion.

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificate provided for in
Section 4.03 hereof) shall include:

     

    
      	
               
      

            	
              (1)

            	
              a
      statement that the Person making such certificate or opinion has read such
      covenant or condition;

            


    

     

    
      	
               
      

            	
              (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 such Person, he or she has made such
      examination or investigation as is necessary to enable him or her 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 or not, in the opinion of such Person, such
      condition or covenant has been complied with; provided, however, that with
      respect to matters of fact an Opinion of Counsel may rely on an Officers
      Certificate or certificates of public
officials.

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    SECTION
10.05           Rules by Trustee and
Agents.

     

    The
Trustee as to Securities of any series may make reasonable rules for action by
or at a meeting of Holders of Securities of that series.  The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.

     

    SECTION
10.06          Legal
Holidays.

     

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

     

    SECTION
10.07          No Recourse Against
Others.

     

    A past,
present or future director, officer, employee, stockholder or incorporator, as
such, of the Company or any successor corporation shall not have any liability
for any obligations of the Company under any series of Securities or the
Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation.  Each Securityholder by accepting a
Security waives and releases all such liability.  The waiver and
release are part of the consideration of issuance of the
Securities.

     

    SECTION
10.08          Counterparts.

     

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

     

    SECTION
10.09          Governing
Law.

     

    The laws
of the State of _________ shall govern this Indenture and the Securities,
without regard to the conflict of laws provisions thereof.

     

    SECTION
10.10          Severability.

     

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

     

    SECTION
10.11          Effect of Headings, Table of
Contents, etc.

     

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

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    SECTION
10.12          Successors and
Assigns.

     

    All
covenants and agreements of the Company in this Indenture and the securities
shall bind its successors and assigns.  All agreements of the Trustee
in this Indenture shall bind its successor.

     

    SECTION
10.13          No Interpretation of Other
Agreements.

     

    This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Subsidiary.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

     

    [signature
page follows]


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      SAMSON
      OIL & GAS LIMITED

                                    
	 
      	 
      	 
      
	
                                      By:

                                    	 
      
	 
      	
                                      Name:

                                    	 
      
	 
      	
                                      Title:

                                    	 
      
	 
      
	 
	
                                      as
      Trustee

                                    
	 
      	 
      	 
      
	
                                      By:

                                    	 
      
	 
      	
                                      Name:

                                    	 
      
	 
      	
                                      Title:

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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