Filed by Automated Filing Services Inc. (604) 609-0244 - Net 1 UEPS Technologies, Inc. - Exhibit 4.2






Exhibit 4.2



NET 1 UEPS TECHNOLOGIES, INC., 
Company

AND

THE BANK OF NEW YORK, 
Trustee

______________________

INDENTURE

     Dated as of

_______________________

Subordinated Debt Securities






CROSS-REFERENCE TABLE*

	Section of 	  
	Trust Indenture Act 	Section of 
	of 1939, as amended 	Indenture 
	310(a) 	7.09 
	310(6) 	7.08 
	  	7.10 
	  	Inapplicable 
	310(c) 	713(a) 
	311(a) 	713(b) 
	311(b) 	Inapplicable
  
	311(c) 	5.01 
	312(a) 	5.02(a) 
	312(6) 	5.02(b) 
	312(c) 	5.02(c) 
	313(a) 	5.04(a) 
	313(b) 	5.04(b) 
	313(c) 	5.04(a) 
	  	5.04(b) 
	313(d) 	5.04(c) 
	314(a) 	5.03 
	314(b) 	Inapplicable 
	314(c) 	Inapplicable
  
	314(d) 	Inapplicable 
	314(e) 	Inapplicable
  
	314(f) 	Inapplicable 
	315(a) 	7.01(a) 
	  	7.02 
	315(6) 	6.07 
	315(c) 	7.01 
	315(d) 	7.01(b) 
	  	7.01(c) 
	315(e) 	6.07 
	316(a) 	6.06 
	  	8.04 
	316(b) 	6.04 
	316(c) 	8.01 
	317(a) 	6.02 
	317(6) 	4.03 
	318(a) 	13.06 


______________________
* This Cross-Reference Table does not
constitute part of the Indenture and shall not have any bearing on the
interpretation of any of its terms or provisions.




TABLE OF CONTENTS

	  	  	PAGE 
	  	  	  
	  	  	  
	

    	ARTICLE 1

      DEFINITIONS
      	

	Section 1.01. 	Definitions of Terms 	1 
	  	  	  
	

      
	ARTICLE 2 

      ISSUE,
      DESCRIPTION, TERMS, EXECUTION REGISTRATION AND EXCHANGE OF 
SECURITIES	

      

	Section 2.01.
      	Designation and Terms of Securities 	6 
	Section 2.02. 	Form of Securities and Trustee’s
      Certificate 	7 
	Section 2.03.
      	Denominations; Provision for Payment 	8 
	Section 2.04. 	Execution and Authentications 	9 
	Section 2.05.
      	Registration of Transfer and Exchange 	10 
	Section 2.06. 	Temporary Securities 	11 
	Section 2.07.
      	Mutilated, Destroyed, Lost or Stolen Securities 	12 
	Section 2.08. 	Cancellation 	12 
	Section 2.09.
      	Benefits of Indenture 	13 
	Section 2.10. 	Authenticating Agent 	13 
	Section 2.11.
      	Global Securities 	14 
	Section 2.12. 	CUSIP Numbers 	14 
	  	  	  
	

    	ARTICLE 3 

      REDEMPTION
      OF SECURITIES AND SINKING FUND PROVISIONS 	

	Section 3.01.
      	Redemption 	15 
	Section 3.02. 	Notice of Redemption 	15 
	Section 3.03.
      	Payment Upon Redemption 	16 
	Section 3.04. 	Sinking Fund 	16 
	Section 3.05. 	Satisfaction of Sinking Fund Payments with Securities
      	17 
	Section 3.06. 	Redemption of Securities, for Sinking Fund 	17 
	  	  	  
	

    	ARTICLE 4 

      CERTAIN
      COVENANTS 	

	Section 4.01. 	Payment of Principal, Premium and Interest 	17 
	Section 4.02. 	Maintenance of Office or Agency 	18 
	Section 4.03. 	Paying Agents 	18 
	Section 4.04. 	Appointment to Fill Vacancy in Office of Trustee
      	19 
	Section 4.05. 	Compliance with Consolidation Provisions 	19 
	Section 4.06. 	Limitation on Liens on Stock of Significant Subsidiaries
      	19 
	Section 4.07. 	Trustee’s Obligations with Respect to the Covenants
      	19 
	Section 4.08. 	Compliance Certificate 	20 


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	ARTICLE 5 

      SECURITY
      HOLDERS LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 	

	Section 5.01. 	Company to Furnish Trustee Names and Addresses of Securityholders
      	20 
	Section 5.02. 	Preservation of Information; Communications with Securityholders
      	20 
	Section 5.03. 	Reports by the Company 	21 
	Section 5.04. 	Reports by the Trustee 	21 
	  	  	  
	
	ARTICLE 6 

      REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 	

	Section 6.01. 	Events of Default 	22 
	Section 6.02. 	Collection of Indebtedness and Suits for Enforcement
      by Trustee 	24 
	Section 6.03. 	Application of Moneys Collected 	25 
	Section 6.04. 	Limitation on Suits 	25 
	Section 6.05. 	Rights and Remedies Cumulative; Delay or Omission not
      Waiver 	26 
	Section 6.06. 	Control by Securityholders 	27 
	Section 6.07. 	Undertaking to Pay Costs 	27 
	  	  	
	

    	ARTICLE 7 

      CONCERNING
      THE TRUSTEE 	

	Section 7.01. 	Certain Duties and Responsibilities of Trustee 	28 
	Section 7.02. 	Certain Rights of Trustee 	29 
	Section 7.03. 	Trustee not Responsible for Recitals or Issuance or Securities
      	30 
	Section 7.04. 	May Hold Securities 	31 
	Section 7.05. 	Moneys Held in Trust 	31 
	Section 7.06. 	Compensation and Reimbursement 	31 
	Section 7.07. 	Reliance on Officers’ Certificate 	31 
	Section 7.08. 	Disqualification; Conflicting Interests 	32 
	Section 7.09. 	Corporate Trustee Required; Eligibility 	32 
	Section 7.10. 	Resignation and Removal; Appointment of Successor
      	32 
	Section 7.11. 	Acceptance of Appointment by Successor 	33 
	Section 7.12. 	Merger, Conversion, Consolidation or Succession to Business
      	35 
	Section 7.13. 	Preferential Collection of Claims Against the Company
      	35 
	  	  	  
	

    	ARTICLE 8 

      CONCERNING
      THE SECURITYHOLDERS 	

	Section 8.01. 	Evidence of Action by Securityholders 	35 
	Section 8.02. 	Proof of Execution by Securityholders 	36 
	Section 8.03. 	Who May be Deemed Owners 	36 
	Section 8.04. 	Certain Securities Owned by Company Disregarded 	36 
	Section 8.05. 	Actions Binding on Future Securityholders 	37 
	  	  	  
	

    	ARTICLE 9 

      SUPPLEMENTAL
      INDENTURES 	

	Section 9.01. 	Supplemental Indentures Without the Consent of Securityholders
      	37 
	Section 9.02. 	Supplemental Indentures With Consent of Securityholders
      	38 


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	Section 9.03. 	Effect of Supplemental Indentures 	39 
	Section 9.04. 	Securities Affected by Supplemental Indentures 	39 
	Section 9.05. 	Execution of Supplemental Indentures 	39 
	Section 9.06. 	Conformity with Trust Indenture Act 	40 
	  	  	  
	

    	ARTICLE 10 

      SUCCESSOR
      CORPORATION 	 
	Section 10.01. 	Company May Consolidate, Etc., Only on Certain Terms
      	40 
	Section 10.02. 	Successor Substitute 	40 
	  	  	  
	

    	ARTICLE 11 

      DEFEASANCE
      AND DISCHARGE 	

    
	Section 11.01. 	Discharge of Company’s Obligations 	41 
	Section 11.02. 	Legal Defeasance 	41 
	Section 11.03. 	Covenant Defeasance 	42 
	Section 11.04. 	Application of Trust Money 	43 
	Section 11.05. 	Repayment to Company 	43 
	  	  	  
	
	ARTICLE 12 

      IMMUNITY
      OF INCORPORATORS SHAREHOLDERS, OFFICERS AND DIRECTORS 	

    
	Section 12.01. 	No Recourse 	44 
	  	  	  
	

    	ARTICLE 13 

      MISCELLANEOUS
      PROVISIONS 	

    
	Section 13.01. 	Effect on Successors and Assigns 	44 
	Section 13.02. 	Actions by Successor 	44 
	Section 13.03. 	Surrender of Company Powers 	45 
	Section 13.04. 	Notices 	45 
	Section 13.05. 	Governing Law 	45 
	Section 13.06. 	Compliance Certificates and Opinions 	45 
	Section 13.07. 	Payments on Business Days 	46 
	Section 13.08. 	Conflict with Trust Indenture Act 	46 
	Section 13.09. 	Counterparts 	46 
	Section 13.10. 	Separability 	46 
	Section 13.11. 	Assignment 	46 
	Section 13.12. 	Waiver of Jury Trial 	46 
	Section 13.13. 	Force Majeure 	47 
	  	  	  
	

    	ARTICLE 14 

      SUBORDINATION
      OF SECURITIES 	

    
	Section 14.01. 	Subordination Terms 	47 


iii




          INDENTURE,
dated as of between NET 1 UEPS TECHNOLOGIES, INC., a Florida corporation (the
“Company”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee
(the “Trustee”):

          WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of unsecured
subordinated debt securities (hereinafter referred to as the “Securities”), in
an unlimited aggregate principal amount to be issued from time to time in one or
more series as in this Indenture provided, as registered Securities without
coupons, to be authenticated by the certificate of the Trustee;

          WHEREAS,
to provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

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

          NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities
by the holders thereof, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the Securityholders:

ARTICLE 1 
DEFINITIONS

          Section
1.01. Definitions of Terms.

          The
terms defined in this Section (except as in this Indenture otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section and shall include the plural as well as the
singular. All other terms used in this Indenture that are defined in the Trust
Indenture Act or that are by reference in such Act defined in the Securities Act
(except as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.

          “Authenticating
Agent” means an authenticating agent with respect to all or any of the series of
Securities appointed with respect to all or any series of the Securities by the
Trustee pursuant to Section 2.10.

          “Authorized
Newspaper” means a newspaper in the English language or in an official language
of the country of publication, customarily printed on each Business Day, whether
or not published on Saturdays, Sundays or holidays, and of general circulation
in the place in connection with which the term is used or in the financial
community of such place. If, because of temporary suspension of publication or
general circulation of any newspaper or for any other reason, it is impossible
or impracticable to make any publication of any notice required by this
Indenture in the manner herein provided, such publication or other notice in
lieu thereof which is made at the written direction of the Company by the
Trustee shall constitute a sufficient publication of such notice.




          “Bankruptcy
Law” means Title 11, U.S. Code, or any similar Federal or State law for the
relief of debtors.

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

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

          “Business
Day” means, with respect to any series of Securities, any day other than a day
on which Federal or State banking institutions in the Borough of Manhattan, The
City of New York, are authorized or obligated by law, executive order or
regulation to close.

          “Commission”
means the United States Securities and Exchange Commission and any successor
thereto.

          “Company”
means Net 1 UEPS Technologies, Inc., a corporation duly organized and existing
under the laws of the State of Florida, and, subject to the provisions of
Article 10, shall also include its successors and assigns.

          “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office is
located at 101 Barclay Street, Floor 8 West, New York, New York 10286,
Attention: Corporate Trust Administration, or such other address as the Trustee
may designate from time to time by notice to the Securityholders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Securityholders and the Company).

          “Custodian”
means any receiver, trustee, assignee, liquidator, or similar official under any
Bankruptcy Law.

          “Default”
means any event, act or condition that with notice or lapse of time, or both,
would constitute an Event of Default.

          “Defaulted
Interest” has the meaning assigned to such term in Section 2.03.

          “Depositary”
means, with respect to Securities of any series, for which the Company shall
determine that such Securities will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any
successor registered as a clearing agency under the Exchange Act or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.01 or Section 2.11.

          “Event
of Default” means, with respect to Securities of a particular series, any event
specified in Section 6.01, continued for the period of time, if any, therein
designated.

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

 2




          “Global
Security” means, with respect to any series of Securities, a Security executed
by the Company and delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, all in accordance with the Indenture, which shall be
registered in the name of the Depositary or its nominee.

          “Governmental
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, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt;
provided, however, that (except as required by law) such custodian
is not authorized to make any deduction from any amount payable to the holder of
such depositary receipt, or from any amount received by the custodian in respect
of the Governmental Obligation, or from any specific payment of principal of or
interest on the Governmental Obligation evidenced by such depositary
receipt.

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

          “Indebtedness”
of any person means the principal of (and premium, if any) and interest due on
indebtedness of such Person, whether outstanding on the date of this Indenture
or thereafter created, incurred or assumed, which is (a) indebtedness for money
borrowed, and (b) any amendments, renewals, extensions, modifications and
refundings of any such indebtedness. For the purposes of this definition,
“indebtedness for money borrowed” means (i) any obligation of, or any obligation
guaranteed by, such Person for the repayment of borrowed money, whether or not
evidenced by bonds, debentures, notes or other written instruments, (ii) any
obligation of, or any such obligation guaranteed by, such Person evidenced by
bonds, debentures, notes or similar written instruments, including obligations
assumed or incurred in connection with the acquisition of property, assets or
businesses (provided, however, that the deferred purchase price of
any business or property or assets shall not be considered Indebtedness if the
purchase price thereof is payable in full within 90 days from the date on which
such indebtedness was created), and (iii) any obligations of such Person as
lessee under leases required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles and leases of property or
assets made as part of any sale and lease-back transaction to which such Person
is a party. For purposes of the covenant under Section 4.06 of this Indenture
only, Indebtedness also includes any obligation of, or any obligation guaranteed
by, any Person for the payment of amounts due under a swap agreement or similar
instrument or agreement, or under a foreign currency hedge or similar instrument
or agreement.

          “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof.

3




          “Interest
Payment Date”, when used with respect to any installment of interest on a
Security of a particular series, means the date specified in such Security or in
an Officers’ Certificate pursuant to a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and
payable.

          “Officers’
Certificate” means a certificate, signed by any two of the Chief Financial
Officer, the Treasurer and an Assistant Treasurer of the Company, provided that
at least one such officer is the Chief Financial Officer or the Treasurer of the
Company, that is delivered to the Trustee in accordance with the terms hereof.
Each such certificate shall include the statements provided for in Section
13.06, if and to the extent required by the provisions thereof.

          “Opinion
of Counsel” means an opinion in writing of legal counsel, who may be an employee
of or counsel for the Company, that is delivered to the Trustee in accordance
with the terms hereof. Each such opinion shall include the statements provided
for in Section 13.06, if and to the extent required by the provisions
thereof.

          “Outstanding”,
when used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of that
series theretofore authenticated and delivered by the Trustee under this
Indenture, except: (a) Securities theretofore canceled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof for
the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent), provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as specified in Article 3 or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered, or securities which shall have been paid,
pursuant to the terms of Section 2.07.

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

          “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 2.07 in lieu of a lost, destroyed or stolen Security
shall be deemed to evidence the same debt as the lost, destroyed or stolen
Security.

          “Responsible
Officer” when used with respect to the Trustee means any officer in its
corporate trust department or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his or her 

4




knowledge of and familiarity with the particular subject and
who shall have direct responsibility for the administration of this
Indenture.

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

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

          “Securityholder”,
“holder of Securities”, “registered holder”, or other similar term, means the
Person or Persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture.

          “Security
Register” has the meaning assigned to such term in Section 2.05(b) . 

          “Senior
Indebtedness” means all Indebtedness, except for Indebtedness which, in the
instrument creating or evidencing the same, is expressly stated to be not senior
in right of payment to the Securities; provided that Senior Indebtedness
does not include (i) any obligation to the Company or any Subsidiary or (ii)
trade payables.

          “Significant
Subsidiary” means [ ].

          “Subsidiary”
means, with respect to any Person, (i) any corporation, limited liability
company or other unincorporated entity at least a majority of whose outstanding
Voting Stock shall at the time be owned, directly or indirectly, by such Person
or by one or more of its Subsidiaries or by such Person and one or more of its
Subsidiaries, (ii) any general partnership, joint venture or similar entity, at
least a majority of whose outstanding partnership or similar interests shall at
the time be owned by such Person, or by one or more of its Subsidiaries, or by
such Person and one or more of its Subsidiaries and (iii) any limited
partnership of which such Person or any of its Subsidiaries is a general
partner.

          “Trustee”
means The Bank of New York, and, subject to the provisions of Article 7, shall
also include its successors and assigns, and, if at any time there is more than
one Person acting in such capacity hereunder, “Trustee” shall mean each such
Person. The term “Trustee” as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series.

          “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, subject to the
provisions of Section 9.01 and Section 9.02, as in effect at the date of
execution of this instrument.

          “UCC”
means the Uniform Commercial Code, as in effect in each applicable
jurisdiction.

          “Voting
Stock”, as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

5




ARTICLE 2
ISSUE, DESCRIPTION, TERMS, EXECUTION REGISTRATION
AND EXCHANGE OF SECURITIES

          Section
2.01. Designation and Terms of Securities.

          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 up to the aggregate principal amount of Securities of that series from
time to time authorized by or pursuant to a Board Resolution or pursuant to one
or more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officers’ Certificate, or established in one or
more indentures supplemental hereto:

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

          (b)
any limit upon the aggregate principal amount of the Securities of that 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 that series);

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

          (d)
the rate or rates at which the Securities of the series shall bear interest or
the manner of calculation of such rate or rates, if any;

          (e)
the date or dates from which such interest shall accrue, the Interest Payment
Dates on which such interest will be payable or the manner of determination of
such Interest Payment Dates and the record date for the determination of
Securityholders to whom interest is payable on any such Interest Payment
Dates;

          (f)
the right, if any, to extend the interest payment periods and the duration of
such extension;

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

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

          (i)
the subordination terms of the Securities of the series;

6




          (j)
the form of the Securities of the series including the form of the certificate
of authentication for such series;

          (k)
if other than denominations of one thousand U.S. dollars ($1,000) or any
integral multiple thereof, the denominations in which the Securities of the
series shall be issuable;

          (l)
any and all other terms with respect to such series (which terms shall not be
inconsistent with the terms of this Indenture) including any terms which may be
required by or advisable under United States laws or regulations or advisable in
connection with the marketing of Securities of that series;

          (m)
whether the Securities are issuable as a Global Security and, in such case, the
identity of the Depositary for such series;

          (n)
whether the Securities will be convertible into shares of common stock or other
securities of the Company and, if so, the terms and conditions upon which such
Securities will be so convertible, including the conversion price and the
conversion period;

          (o)
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 6.01;

          (p)
any additional or different Events of Default or restrictive covenants provided
for with respect to the Securities of the series;

          (q)
any provisions granting special rights to Securityholders when a specified event
occurs; and

          (r)
any special tax implications of the Securities of the series, including
provisions for an original issue discount, if offered.

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

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

          Securities
of any particular series may be issued at various times, with different dates on
which the principal or any installment of principal is payable, with different
rates of interest, if any, or different methods by which rates of interest may
be determined, with different dates on which such interest may be payable and
with different redemption dates.

          Section
2.02. Form of Securities and Trustee’s Certificate.

7




          The
Securities of any series and the Trustee’s certificate of authentication to be
borne by such Securities shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided by or
pursuant to a Board Resolution and set forth in an Officers’ Certificate, and
may have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as
the Company may deem appropriate and as are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed, or to conform to
usage.

          Section
2.03. Denominations; Provision for Payment.

          The
Securities shall be issuable as registered Securities without coupons and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(k) . The Securities of a particular series
shall bear interest payable on the dates and at the rate or rates specified with
respect to that series. The principal of and the interest on the Securities of
any series, as well as any premium thereon in case of redemption thereof prior
to maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

          The
interest installment on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that series
shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section
3.03.

          Any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of the same series
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such registered holder; and such Defaulted Interest shall be paid by the
Company, at its election, as provided in clause (a) or clause (b) below:

          (a)
The Company may make payment of any Defaulted Interest on Securities to the
Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit 

8




of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a special record date for the
payment of such Defaulted Interest which shall not be more than 15 nor less than
10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such special record date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the special record date therefor to be
mailed, first class postage prepaid, to each Securityholder at his or her
address as it appears in the Security Register (as hereinafter defined), not
less than 10 days prior to such special record date. Following such mailing of
notice of the proposed payment of such Defaulted Interest and the special record
date, such Defaulted Interest shall be paid to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered on such
special record date and shall be no longer payable pursuant to the following
clause (b).

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

          Unless
otherwise set forth in or pursuant to a Board Resolution or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term “regular record date” as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the first day of the month
in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth
day of such month, whether or not such date is a Business Day.

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

          Section
2.04. Execution and Authentications.

          The
Securities shall be signed on behalf of the Company by any two of its officers
among the Chief Financial Officer, the Treasurer and an Assistant Treasurer,
provided that at least one such officer is the Chief Financial Officer or
the Treasurer and attested by its Secretary or one of its Assistant Secretaries.
Signatures may be in the form of a manual or facsimile signature. The Company
may use the facsimile signature of any Person who shall have been a Chief
Financial Officer, Treasurer or Assistant Treasurer thereof, or of any Person
who shall have been a Secretary or Assistant Secretary thereof, notwithstanding
the fact that at the time the Securities shall be authenticated and delivered or
disposed of such Person shall have ceased to be the Chief Financial Officer,
Treasurer or Assistant Treasurer, or the Secretary or an Assistant Secretary, of
the Company. The Securities may contain such notations, legends or endorsements
as are 

9




required by law, stock exchange rule or usage. Each Security
shall be dated the date of its authentication by the Trustee.

          A
Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder of such Security is
entitled to the benefits of this Indenture.

          At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
Chief Financial Officer, Treasurer or any Assistant Treasurer and its Secretary
or any Assistant Secretary, and the Trustee in accordance with such written
order shall authenticate and deliver such Securities.

          In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon (i) an Officer’s Certificate or executed supplemental indenture
setting forth the form and terms of the Securities as required pursuant to
Section 2.01 and (ii) an Opinion of Counsel stating that the form and terms
thereof have been established in conformity with the provisions of this
Indenture and that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will be valid and binding obligations of
the Company entitled to the benefits of this Indenture, and enforceable against
the Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws now or
hereafter in effect relating to creditors’ rights generally and (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).

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

          Section
2.05. Registration of Transfer and Exchange

          (a)
Securities of any series may be exchanged upon presentation thereof at the
office or agency of the Company designated for such purpose in the Borough of
Manhattan, the City and State of New York, for other Securities of such series
of authorized denominations, and for a like aggregate principal amount, upon
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto, all as provided in this Section. In respect of any Securities
so surrendered for exchange, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in exchange therefor the
Security or Securities of the same series that the Securityholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

10




          (b)
The Company shall keep, or cause to be kept, at its office or agency designated
for such purpose in the Borough of Manhattan, the City and State of New York, or
such other location designated by the Company a register or registers (herein
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall register the Securities and
the transfers of Securities as provided in this Section and which at all
reasonable times shall be open for inspection by the Trustee. The registrar for
the purpose of registering Securities and transfers of Securities as herein
provided shall be appointed as authorized by Board Resolution (the “Security
Registrar”).

          Upon
surrender for transfer of any Security at the office or agency of the Company
designated for such purpose, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as the
Security presented for a like aggregate principal amount.

          All
Securities presented or surrendered for exchange or registration of transfer, as
provided in this Section, shall be accompanied (if so required by the Company or
the Security Registrar) by a written instrument or instruments of transfer, in
form satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by such registered holder’s duly authorized attorney in
writing.

          (c)
No service charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, other than exchanges pursuant
to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer.

          (d)
The Company shall not be required (i) to issue, exchange or register the
transfer of any Securities during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than all
the Outstanding Securities of the same series and ending at the close of
business on the day of such mailing, nor (ii) to register the transfer of or
exchange any Securities of any series or portions thereof called for redemption.
The provisions of this Section 2.05 are, with respect to any Global Security,
subject to Section 2.11 hereof.

          Section
2.06. Temporary Securities.

          Pending
the preparation of definitive Securities of any series, the Company may execute,
and the Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination. Such temporary
Securities shall be substantially in the form of the definitive Securities in
lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Company. Every temporary Security of any series shall be
executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities of such series. Without unnecessary delay the Company will
execute and will furnish definitive Securities of such series and thereupon any
or all temporary Securities of such series may be surrendered in exchange
therefor (without charge to the holders thereof), at the office or agency of the
Company 

11




designated for the purpose in the Borough of Manhattan, the
City and State of New York, and the Trustee shall authenticate and such office
or agency shall deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of such series, unless the
Company advises the Trustee in writing to the effect that definitive Securities
need not be executed and furnished until further notice from the Company. Until
so exchanged, the temporary Securities of such series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

          Section
2.07. Mutilated, Destroyed, Lost or Stolen Securities.

          In
case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company’s request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant’s Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security that has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Security) if the
applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.

          Every
replacement Security issued pursuant to the provisions of this Section shall
constitute an additional contractual obligation of the Company whether or not
the mutilated, destroyed, lost or stolen Security shall be found at any time, or
be enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder. All Securities shall be held and owned upon
the express condition that the foregoing provisions are exclusive with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities
and shall preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

          Section
2.08. Cancellation.

          All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to 

12




the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On written request of the Company at the time of such surrender,
the Trustee shall deliver to the Company canceled Securities held by the
Trustee. In the absence of such request the Trustee may dispose of canceled
Securities in accordance with its standard procedures. If the Company shall
otherwise acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation.

          Section
2.09. Benefits of Indenture.

          Nothing
in this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the holders
of the Securities (and, with respect to the provisions of Article 14, the
holders of Senior Indebtedness) any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities
(and, with respect to the provisions of Article 14, the holders of Senior
Indebtedness).

          Section
2.10. Authenticating Agent.

          So
long as any of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to appoint. Said Authenticating Agent shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued
upon exchange, transferor partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. All references in this Indenture to the authentication of Securities
by the Trustee shall he deemed to include authentication by an Authenticating
Agent for such series. Each Authenticating Agent shall be acceptable to the
Company and shall be a corporation that has a combined capital and surplus, as
most recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by Federal or
State authorities. If at any time any Authenticating Agent shall cease to be
eligible in accordance with these provisions, it shall resign immediately.

          Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon written request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

13




          Section
2.11. Global Securities.

          (a)
If the Company shall establish pursuant to Section 2.01 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04, authenticate and
deliver, a Global Security that (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a
legend substantially to the following effect: “Except as otherwise provided in
Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary.”

          (b)
Notwithstanding the provisions of Section 2.05, the Global Security of a series
may be transferred, in whole but not in part and in the manner provided in
Section 2.05, only to another nominee of the Depositary for such series, or to a
successor Depositary for such series selected or approved by the Company or to a
nominee of such successor Depositary.

          (c)
If at any time the Depositary for a series of the Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such series
or if at any time the Depositary for such series shall no longer be registered
or in good standing under the Exchange Act or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute, and
subject to Section 2.05, the Trustee will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global Security and
that the provisions of this Section 2.11 shall no longer apply to the Securities
of such series. In such event the Company will execute and, subject to Section
2.05, the Trustee, upon receipt of an Officers’ Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.

          Section
2.12. CUSIP Numbers.

          The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a 

14




convenience to Securityholders; provided, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE 3
REDEMPTION OF SECURITIES AND SINKING FUND
PROVISIONS

          Section
3.01. Redemption.

          The
Company may redeem the Securities of any series issued hereunder on and after
the dates and in accordance with the terms established for such series pursuant
to Section 2.01 hereof.

          Section
3.02. Notice of Redemption.

          (a)
  In case the Company shall desire to exercise such right to redeem all or, as
  the case may be, a portion of the Securities of any series in accordance with
  the right reserved so to do, the Company shall, or shall cause the Trustee to,
  give notice of such redemption to holders of the Securities of such series to
  be redeemed by mailing, first class postage prepaid, a notice of such redemption
  not less than 30 days and not more than 90 days before the date fixed for redemption
  of that series to such holders at their last addresses as they shall appear
  upon the Security Register unless a shorter period is specified in the Securities
  to be redeemed. Any notice that is mailed in the manner herein provided shall
  be conclusively presumed to have been duly given, whether or not the registered
  holder receives the notice. In any case, failure duly to give such notice to
  the holder of any Security of any series designated for redemption in whole
  or in part, or any defect in the notice, shall not affect the validity of the
  proceedings for the redemption of any other Securities of such series or any
  other series. In the case of any redemption of Securities prior to the expiration
  of any restriction on such redemption provided in the terms of such Securities
  or elsewhere in this Indenture, the Company shall furnish the Trustee with an
  Officers’ Certificate evidencing compliance with any such restriction.

          Each
such notice of redemption shall specify the date fixed for redemption and the
redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after such date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case. If less than all the Securities of a series are to be redeemed, the notice
to the holders of Securities of that series to be redeemed in whole or in part
shall specify the particular Securities to be so redeemed. In case any Security
is to be redeemed in part only, the notice that relates to such Security shall
state the portion of the principal amount thereof to be redeemed, and shall
state that on and after the redemption date, upon surrender of such Security, a
new Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

15




          (b)
If the Trustee is to provide notice to the holders of Securities in accordance
with clause (a) above, for a partial or full redemption, the Company shall give
the Trustee at least 45 days notice in advance of the date fixed for redemption
as to the aggregate principal amount of Securities of the series to be redeemed,
and thereupon, in the case of a partial redemption, the Trustee shall select, by
lot or in such other manner as it shall deem appropriate and fair in its
discretion and that may provide for the selection of a portion or portions
(equal to one thousand U.S. dollars ($I,000) or any integral multiple thereof)
of the principal amount of such Securities of a denomination larger than $1,000,
the Securities to be redeemed and shall thereafter promptly notify the Company
in writing of the numbers of the Securities to be redeemed, in whole or in
part.

          The
Company may, if and whenever it shall so elect, by delivery of instructions
signed on its behalf by its Chief Financial Officer, Treasurer or an Assistant
Treasurer, instruct the Trustee or any paying agent to call all or any part of
the Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such paying agent may deem
advisable. In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

          Section
3.03. Payment Upon Redemption.

          (a)
If the giving of notice of redemption shall have been completed as above
provided, the Securities or portions of Securities of the series to be redeemed
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price, together with
interest accrued to the date fixed for redemption, and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption; except that interest shall continue to accrue on any such
Security or portion thereof with respect to which the Company defaults in the
payment of such redemption price and accrued interest. On presentation and
surrender of such Securities on or after the date fixed for redemption at the
place of payment specified in the notice, said Securities shall be paid and
redeemed at the applicable redemption price for such series, together with
interest accrued thereon to the date fixed for redemption (but if the date fixed
for redemption is an interest payment date, the interest installment payable on
such date shall be payable to the registered holder at the close of business on
the applicable record date pursuant to Section 2.03) .

          (b)
Upon presentation of any Security of such series that is to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Security is presented shall deliver to the holder
thereof, at the expense of the Company, a new Security of the same series of
authorized denominations in principal amount equal to the unredeemed portion of
the Security so presented.

          Section
3.04. Sinking Fund.

16




          The
provisions of this Section 3.04, Section 3.05 and Section 3.06 shall be
applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of
such series.

          The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

          Section
3.05. Satisfaction of Sinking Fund Payments with Securities.

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

          Section
3.06. Redemption of Securities, for Sinking Fund.

          Not
less than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.05 and the basis for such credit and will, together with such
Officers’ Certificate, deliver to the Trustee any Securities to be so delivered.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03.

ARTICLE 4 
CERTAIN COVENANTS

          Section
4.01. Payment of Principal, Premium and Interest.

          The
Company will duly and punctually pay or cause to be paid the principal of (and
premium, if any) and interest on the Securities of that series at the time and
place and in the manner provided herein and established with respect to such
Securities.

17




          Section
4.02. Maintenance of Office or Agency.

          So
long as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in the Borough of Manhattan, the City and State of
New York, with respect to each such series and at such other location or
locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as hereinabove authorized for registration of transfer
and exchange, and (iii) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its Chief Financial Officer, Treasurer, an
Assistant Treasurer, Secretary or an Assistant Secretary and delivered to the
trustee, designate some other office or agency for such purposes or any of them.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.

          Section
4.03. Paying Agents.

          (a)
If the Company shall appoint one or more paying agents for all or any series of
the Securities, other than the Trustee, the Company will cause each such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section:

          (i)
that it will hold all sums held by it as such agent for the payment of the
principal of (and premium, if any) or interest on the Securities of that series
(whether such sums have been paid to it by the Company or by any other obligor
of such Securities) in trust for the benefit of the Persons entitled
thereto;

          (ii)
that it will give the Trustee notice of any failure by the Company (or by any
other obligor of such Securities) to make any payment of the principal of (and
premium, if any) or interest on the Securities of that series when the same
shall be due and payable;

          (iii)
that it will, at any time during the continuance of any failure referred to in
the preceding paragraph (a)(ii) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such paying agent;
and

          (iv)
that it will perform all other duties of paying agent as set forth in this
Indenture.

          (b)
If the Company shall act as its own paying agent with respect to any series of
the Securities, it will on or before each due date of the principal of (and
premium, if any) or interest on Securities of that series, set aside, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay such principal (and premium, if any) or interest so becoming
due on Securities of that series until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of such action, or any failure (by it or any other obligor on such Securities)
to take such action. Whenever the Company shall have one or more paying agents
for any series of Securities, it will, prior to each 

18




due date of the principal of (and premium, if any) or interest
on any Securities of that series, deposit with the paying agent a sum sufficient
to pay the principal (and premium, if any) or interest so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such paying agent is the Trustee) the Company
will promptly notify the Trustee of this action or failure so to act.

          (c)
Notwithstanding anything in this Section to the contrary, (i) the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Section 11.05, and (ii) the Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in
trust by the Company or such paying agent, such sums to be held by the Trustee
upon the same terms and conditions as those upon which such sums were held by
the Company or such paying agent; and, upon such payment by any paying agent to
the Trustee, such paying agent shall be released from all further liability with
respect to such money.

          Section
4.04. Appointment to Fill Vacancy in Office of Trustee.

          The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

          Section
4.05. Compliance with Consolidation Provisions.

          The
Company will not, while any of the Securities remain Outstanding, consolidate
with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article 10 hereof are complied with.

          Section
4.06. Limitation on Liens on Stock of Significant Subsidiaries.

          The
Company will not, and it will not permit any Subsidiary of the Company to, at
any time directly or indirectly create, assume, incur or permit to exist any
Indebtedness secured by a pledge, lien or other encumbrance (any pledge, lien or
other encumbrance being hereinafter in this Section referred to as a “lien”) on
the Voting Stock of a Significant Subsidiary without making effective provision
whereby the Securities then Outstanding (and, if the Company so elects, any
other Indebtedness of the Company that is not subordinate to the Securities and
with respect to which the governing instruments require, or pursuant to which
the Company is otherwise obligated or required, to provide such security) shall
be equally and ratably secured with such secured Indebtedness so long as such
other Indebtedness shall be so secured.

          If
the Company shall hereafter be required to secure the Securities equally and
ratably with any other Indebtedness pursuant to this Section, (i) the Company
will promptly deliver to the Trustee an Officers’ Certificate stating that the
foregoing covenant has been complied with, and an Opinion of Counsel stating
that in the opinion of such counsel the foregoing covenant has been complied
with and (ii) the Trustee is hereby authorized to enter into an indenture or
agreement supplemental hereto and to take such action, if any, as it may deem
advisable to enable it to enforce the rights of the holders of the Securities so
secured.

          Section
4.07. Trustee’s Obligations with Respect to the Covenants.

19




          The
Trustee shall not be obligated to monitor or confirm, on a continuing basis or
otherwise, the Company’s compliance with the covenants contained in this Article
4 or with respect to reports or other documents filed under the Indenture;
provided, however, that nothing herein shall relieve the Trustee
of any obligations to monitor the Company’s timely delivery of all reports and
certificates required under Section 5.01 and Section 5.03 of the Indenture and
to fulfill its obligations under Article 7 hereof.

          Section
4.08. Compliance Certificate.

          The
Company shall deliver to the Trustee within 120 days after the end of each of
the Company’s fiscal years, a certificate executed by its principal executive
officer, principal financial officer or principal accounting officer, stating as
to his or her knowledge the Company’s compliance (without regard to periods of
grace or notice requirements) with all conditions and covenants under this
Indenture, and if the Company shall not be in compliance, specifying such
non-compliance and the nature and status thereof of which such officer may have
knowledge.

ARTICLE 5
SECURITY HOLDERS LISTS AND REPORTS BY THE COMPANY
AND THE TRUSTEE

          Section
5.01. Company to Furnish Trustee Names and Addresses of
Securityholders.

          The
Company will furnish or cause to be furnished to the Trustee (a) on each regular
record date (as defined in Section 2.03) a list, in such form as the Trustee may
reasonably require, of the names and addresses of the holders of each series of
Securities as of such regular record date, provided that the Company
shall not be obligated to furnish or cause to furnish such list at any time that
the list shall not differ in any respect from the most recent list furnished to
the Trustee by the Company and (b) at such other times as the Trustee may
request in writing within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar.

          Section
5.02. Preservation of Information; Communications with
Securityholders.

          (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the holders of Securities
contained in the most recent list furnished to it as provided in Section 5.01
and as to the names and addresses of holders of Securities received by the
Trustee in its capacity as Security Registrar (if acting in such capacity).

          (b)
The Trustee may destroy any list furnished to it as provided in Section 5.01
upon receipt of a new list so furnished.

          (c)
Securityholders may communicate as provided in Section 312(b) of the Trust
Indenture Act with other Securityholders with respect to their rights under this
Indenture or under the Securities.

20




          Section
5.03. Reports by the Company.

          (a)
The Company covenants and agrees to file with the Trustee, within 30 days after
the Company is required to file the same 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 from time to time by
rules and regulations prescribe) that the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports that may be required pursuant to Section 13 of the
Exchange Act, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

          (b)
The Company covenants and agrees to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and
regulations.

          (c)
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).

          (d)
The Company covenants and agrees to transmit by mail, first class postage
prepaid, or reputable over-night delivery service that provides for evidence of
receipt, to the Securityholders, as their names and addresses appear upon the
Security Register, within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

          Section
5.04. Reports by the Trustee.

          (a)
On or before May 15 in each year in which any of the Securities are Outstanding,
the Trustee shall transmit by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register,
a brief report dated as of the preceding May 15, if and to the extent required
under Section 313(a) of the Trust Indenture Act.

          (b)
The Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture
Act.

          (c)
A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Securities are listed (if so listed) and also with the
Commission. The Company agrees to reasonably promptly notify the Trustee in
writing when any Securities become listed on any stock exchange, and of any
delisting thereof.

21




ARTICLE 6
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
EVENT OF DEFAULT

          Section
6.01. Events of Default.

          (a)
Whenever used herein with respect to Securities of a particular series, “Event
of Default” means any one or more of the following events that has occurred and
is continuing:

          (i)
the Company defaults in the payment of any installment of interest upon any of
the Securities of that series, as and when the same shall become due and
payable, and continuance of such default for a period of 90 days;
provided, however, that a valid extension of an interest payment
period by the Company in accordance with the terms of any indenture supplemental
hereto, shall not constitute a default in the payment of interest for this
purpose;

          (ii)
the Company defaults in the payment of the principal of (or premium, if any, on)
any of the Securities of that series as and when the same shall become due and
payable whether at maturity, upon redemption, by declaration or otherwise, or in
any payment required by any sinking or analogous fund established with respect
to that series; provided, however, that a valid extension of the
maturity of such Securities in accordance with the terms of any indenture
supplemental hereto shall not constitute a default in the payment of principal
or premium, if any;

          (iii)
the Company fails to observe or perform any other of its covenants or agreements
with respect to that series contained in this Indenture or otherwise established
with respect to that series of Securities pursuant to Section 2.01 hereof (other
than a covenant or agreement that has been expressly included in this Indenture
solely for the benefit of one or more series of Securities other than such
series) for a period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied and stating that such notice is a
“Notice of Default” hereunder, shall have been given to the Company by the
Trustee, by registered or certified mail, or to the Company and the Trustee by
the holders of at least 25% in aggregate principal amount of the Securities of
all series affected by such failure at the time Outstanding;

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

          (v) a
court of competent jurisdiction enters an order under any Bankruptcy Law that
(A) is for relief against the Company in an involuntary case, (B) appoints a
Custodian of the Company for all or substantially all of their respective
property, or (C) orders the liquidation of the Company, and the order or decree
remains unstayed and in effect for 90 days; or

          (vi)
any other Event of Default provided for with respect to the Securities of such
series in accordance with Section 2.01.

22




          (b)
If an Event of Default described in clauses (a)(i) or (a)(ii) of this Section
6.01 with respect to the Securities of any series then Outstanding hereunder
occurs and is continuing, then, unless the principal of the Securities of such
series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding, by notice in writing to the Company (and to the
Trustee if given by such Securityholders), may declare the principal of all the
Securities of such series and interest accrued thereon, if any, to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in this
Indenture or in the Securities of such series or established with respect to
such series pursuant to Section 2.01 to the contrary. If an Event of Default
described in clauses (a)(iv) or (a)(v) of this Section 6.01 occurs and is
continuing, or if an Event of Default described in clauses (a)(iii) or (a)(vi)
of this Section 6.01 with respect to Securities of one or more series then
Outstanding hereunder occurs and is continuing, then, except with respect to any
such affected series for which the principal of all the Securities thereof shall
have already become due and payable, either the Trustee or the holders of not
less than 25% in aggregate principal amount of the Securities of all affected
series then Outstanding (all such series voting together as a single class), by
notice in writing to the Company (and to the Trustee if given by such
Securityholders), may declare the principal of all the Securities then
Outstanding of such series and interest accrued thereon, if any, to be due and
payable immediately, and upon such declaration the same shall become immediately
due and payable.

          (c)
At any time after the principal of the Securities of any series shall have been
declared due and payable as provided in Section 6.01(b), and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the holders of a majority in aggregate principal amount
of the Securities of such series then Outstanding (in the case of an Event of
Default described in clauses (a)(i) or (a)(ii) of this Section 6.01, each such
affected series voting as a separate class, and in the case of an Event of
Default described in clauses (a)(iii), (a)(iv), (a)(v) or (a)(vi) of this
Section 6.01, all such affected series voting together as a single class), by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if: (i) the Company has paid or deposited with
the Trustee a sum sufficient to pay all matured installments of interest upon
all the Securities of such series and the principal of (and premium, if any, on)
any and all Securities of such series that shall have become due otherwise than
by acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, applied to the Securities of each such series at the
rate per annum expressed in the Securities of each such series, respectively, to
the date of such payment or deposit) and the amount payable to the Trustee under
Section 7.06, and (ii) any and all Events of Default under the Indenture with
respect to such series, other than the nonpayment of principal on Securities of
that series that shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.06.

          No
such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.

          (d)
In case the Trustee shall have proceeded to enforce any right with respect to
Securities of any such series under this Indenture and such proceedings shall
have been discontinued or abandoned because of such rescission or annulment or
for any other reason or 

23




shall have been determined adversely to the Trustee, then and
in every such case the Company and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Company and the Trustee shall continue as though no such proceedings had
been taken.

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

          (a)
The Company covenants that (i) in case it shall default in the payment of any
installment of interest on any of the Securities of a series, or any payment
required by any sinking or analogous fund established with respect to that
series as and when the same shall have become due and payable, and such default
shall have continued for a period of 90 Business Days, or (ii) in case it shall
default in the payment of the principal of (or premium, if any, on) any of the
Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Securities of that series,
the whole amount that then shall have been become due and payable on all such
Securities for principal (and premium, if any) or interest, or both, as the case
may be, with interest upon the overdue principal (and premium, if any) and (to
the extent that payment of such interest is enforceable under applicable law)
upon overdue installments of interest at the rate per annum expressed in the
Securities of that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and the
amount payable to the Trustee under Section 7.06.

          (b)
If the Company shall fail to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or other obligor upon the Securities of that
series and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or other obligor upon the
Securities of that series, wherever situated.

          (c)
In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and documents as may be
necessary or advisable in order to have the claims of the Trustee and of the
holders of Securities of such series allowed for the entire amount due and
payable by the Company under the Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee
any amount due it under Section 7.06.

24




          (d)
All rights of action and of asserting claims under this Indenture, or under any
of the terms established with respect to Securities of that series, may be
enforced by the Trustee without the possession of any of such Securities, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.06, be
for the ratable benefit of the holders of the Securities of such series.

          In
case of an Event of Default hereunder, the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in the Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

          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
of that series 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.

          Section
6.03. Application of Moneys Collected.

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

          FIRST:           To
the payment of costs and expenses of collection and of all amounts payable to
the Trustee under Section 7.06;

          SECOND:     
To the payment of all Senior Indebtedness of the Company if and to the extent
required by Article 14; and

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

          Section
6.04. Limitation on Suits.

          No
holder of any Security of any series shall have any right by virtue or by
availing itself of any provision of this Indenture to institute any suit, action
or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless: (a) such holder previously shall have given to the


25




Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities of such series specifying
such Event of Default, as hereinbefore provided; (b) the holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of such
series (in the case of an Event of Default described in clauses (a)(i) or
(a)(ii) of Section 6.01, each such series voting as a separate class, and in the
case of an Event of Default described in clauses (a)(iii), (a)(iv), (a)(v) or
(a)(vi) of Section 6.01, all affected series voting together as a single class)
or shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as trustee hereunder; (c) such holder or
holders shall have offered to the Trustee such indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities to be incurred
therein or thereby; (d) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding; and (e) during such 60 day period, the holders of a
majority in principal amount of the Securities of such series (voting as
provided in clause (b) above) do not give the Trustee a direction inconsistent
with the request.

          Notwithstanding
anything contained herein to the contrary, any other provisions of this
Indenture, the right of any holder of any Security to receive payment of the
principal of (and premium, if any) and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security (or in
the case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such holder and
by accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Security of such series with every
other such taker and holder and the Trustee, that no one or more holders of
Securities of such series shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of such Securities, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of
Securities of such series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

          Section
6.05. Rights and Remedies Cumulative; Delay or Omission not Waiver.

          (a)
Except as otherwise provided in Section 2.07, all powers and remedies given by
this Article to the Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any other powers and
remedies available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established
with respect to such Securities.

          (b)
No delay or omission of the Trustee or of any holder of any of the Securities to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or on acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy given by this
Article or by law to the Trustee or the Securityholders may be 

26




exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Securityholders.

          Section
6.06. Control by Securityholders.

          The
holders of a majority in aggregate principal amount of the Securities of all
series at the time Outstanding affected thereby (all such series voting together
as a single class except with respect to an Event of Default described in
clauses (a)(i) or (a)(ii) of Section 6.01, in which case, each such affected
series voting as a separate class), determined in accordance with Section 8.04,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of
law or with this Indenture or be unduly prejudicial to the rights of holders of
Securities of any other series at the time Outstanding determined in accordance
with Section 8.04. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Securities of all
series at the time Outstanding affected thereby (all such series voting together
as a single class), determined in accordance with Section 8.04, may on behalf of
the holders of all of the Securities of such series waive any past default in
the performance of any of the covenants contained herein or established pursuant
to Section 2.01 with respect to such series and its consequences, except a
default in the payment of the principal of, or premium, if any, or interest on,
any of the Securities of any such series as and when the same shall become due
by the terms of such Securities otherwise than by acceleration (unless such
default has been cured and a sum sufficient to pay all matured installments of
interest and principal and any premium has been deposited with the Trustee (in
accordance with Section 6.01(c)) . Upon any such waiver, the default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

          Section
6.07. Undertaking to Pay Costs.

          All
parties to this Indenture agree, and each holder of any Securities by such
holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or 

27




after the respective due dates expressed in such Security or
established pursuant to this Indenture.

ARTICLE 7
CONCERNING THE TRUSTEE

          Section
7.01. Certain Duties and Responsibilities of Trustee.

          (a)
The Trustee, prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing of all Events of Default with
respect to the Securities of that series that may have occurred, shall undertake
to perform with respect to the Securities of such series such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee. In case an
Event of Default with respect to the Securities of a series has occurred (that
has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series 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)
No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:

          (i)
prior to the occurrence of an Event of Default with respect to the Securities of
a series and after the curing or waiving of all such Events of Default with
respect to that series that may have occurred:

          (A)
the duties and obligations of the Trustee shall with respect to the Securities
of such series be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable with respect to the Securities of such
series except for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

          (B) in
the absence of bad faith on the part of the Trustee, the Trustee may with
respect to the Securities of such series conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture;

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

28




          (iii)
the Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of Securityholders
provided to the Trustee in accordance with Section 6.06 relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee under this
Indenture with respect to the Securities of such series;

          (iv)
none of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably assured to
it; and

          (v)
whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct of or affecting the liability of or affording protection
to the Trustee shall be subject to the requirements of the Trust Indenture
Act.

          Section
7.02. Certain Rights of Trustee.

          Except
as otherwise provided in Section 7.01:

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

          (b)
any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Board Resolution or an instrument signed in the name
of the Company, by any two of the Chief Financial Officer, the Secretary, an
Assistant Secretary, the Treasurer and an Assistant Treasurer thereof (unless
other evidence in respect thereof is specifically prescribed herein);

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

          (d)
subject to Section 7.01, the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity satisfactory to it against the costs, expenses
and liabilities that may be incurred therein or thereby;

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

29




          (f)
the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security, or other
papers or documents, unless requested in writing so to do by the holders of not
less than a majority in principal amount of the Outstanding Securities of the
series affected thereby, determined as provided in Section 8.04 (in the case of
an Event of Default described in clauses (a)(i) or (a)(ii) of Section 6.01, each
such series treated as a separate class, and in the case of an Event of Default
described in clauses (a)(iii), (a)(iv), (a)(v) or (a)(vi) of Section 6.01, all
affected series treated as a single class); provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require indemnity reasonably satisfactory to it against such costs,
expenses or liabilities as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand;

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

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

          (i)
the rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified in
connection with the performance of its duties under this Indenture shall extend
to the Trustee’s officers, directors, agents and employees. Such immunities and
protections and right to indemnification, together with the Trustee’s right to
compensation, shall survive the Trustee’s resignation or removal and final
payment of the Securities;

          (j)
the Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture; and

          (k)
in no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.

          Section
7.03. Trustee not Responsible for Recitals or Issuance or Securities.

          (a)
The recitals contained herein and in the Securities shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.

          (b)
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities.

30




          (c)
The Trustee shall not be accountable for the use or application by the Company
of any of the Securities or of the proceeds of such Securities, or for the use
or application of any moneys paid over by the Trustee in accordance with any
provision of this Indenture or established pursuant to Section 2.01, or for the
use or application of any moneys received by any paying agent other than the
Trustee.

          Section
7.04. May Hold Securities.

          The
Trustee or any paying agent or Security Registrar, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security
Registrar.

          Section
7.05. Moneys Held in Trust.

          Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any moneys received by it hereunder except such as it may agree with the
Company in writing to pay thereon.

          Section
7.06. Compensation and Reimbursement.

          (a)
The Company covenants and agrees to pay to the Trustee, and the Trustee shall be
entitled to, such compensation (which shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust), as the
Company, and the Trustee may from time to time agree in writing, for all
services rendered by it in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Trustee, and, except as otherwise expressly provided herein, the Company will
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its own negligence or willful misconduct. The Company also covenants
to indemnify the Trustee (and its officers, agents, directors and employees)
for, and to hold it harmless against, any loss, liability, claim, damage or
expense incurred without negligence or willful misconduct on the part of the
Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises.

          (b)
The obligations of the Company under this Section to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Securities. The benefits
of this Section shall survive the termination of this Indenture.

          Section
7.07. Reliance on Officers’ Certificate.

31




          Except
as otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
to take any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
willful misconduct on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers’ Certificate delivered to the Trustee and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

          Section
7.08. Disqualification; Conflicting Interests.

          If
the Trustee has or shall acquire any “conflicting interest” within the meaning
of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall
in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

          Section
7.09. Corporate Trustee Required; Eligibility.

          There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation or national association organized and
doing business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority.
If such corporation or national association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation or national association shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Company may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
7.10.

          Section
7.10. Resignation and Removal; Appointment of Successor.

          (a)
The Trustee or any successor hereafter appointed, may at any time resign with
respect to the Securities of one or more series by giving written notice thereof
to the Company and by transmitting notice of resignation by mail, first class
postage prepaid, to the Securityholders of such series, as their names and
addresses appear upon the Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with respect
to Securities of such series by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee with respect to Securities of such series, or any Securityholder of that
series who has been a bona fide 

32




holder of a Security or Securities for at least six months may
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

          (b)
In case at any time any one of the following shall occur:

          (i)
the Trustee shall fail to comply with the provisions of Section 7.08 after
written request therefor by the Company or by any Securityholder who has been a
bona fide holder of a Security or Securities for at least six months;

          (ii)
the Trustee shall cease to be eligible in accordance with the provisions of
Section 7.09 and shall fail to resign after written request therefor by the
Company or by any such Securityholder; or

          (iii)
the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the
Trustee or of its property shall be appointed or consented to, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee with
respect to all Securities and appoint a successor trustee by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, unless the Trustee’s duty to resign is stayed as provided
herein, any Securityholder who has been a bona fide holder of a Security or
Securities for at least six months may, on behalf of that holder and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee. Such court may
thereupon after such notice, if any, as it may deem proper and prescribe, remove
the Trustee and appoint a successor trustee.

          (c)
The holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding may at any time remove the Trustee with respect
to such series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such series with the consent of the Company.

          (d)
Any resignation or removal of the Trustee and appointment of a successor trustee
with respect to the Securities of a series pursuant to any of the provisions of
this Section shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

          (e)
Any successor trustee appointed pursuant to this Section may be appointed with
respect to the Securities of one or more series or all of such series, and at
any time there shall be only one Trustee with respect to the Securities of any
particular series.

          Section
7.11. Acceptance of Appointment by Successor.

33




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

          (b)
In case of the appointment hereunder of a successor trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor trustee shall accept such appointment and which (i) 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, (ii) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any act or failure to
act on the part of any other Trustee hereunder; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein, such
retiring Trustee shall with respect to the Securities of that or those series to
which the appointment of such successor trustee relates have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture, and each
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates; but, on request of the Company or
any successor trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor trustee relates.

          (c)
Upon request of any such successor trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.

34




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

           (e)
Upon acceptance of appointment by a successor trustee as provided in this
Section, the Company shall transmit notice of the succession of such trustee
hereunder by mail, first class postage prepaid, to the Securityholders, as their
names and addresses appear upon the Security Register. If the Company fails to
transmit such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

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

          Any
corporation or national association into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation or national
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or national association succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 7.08 and eligible
under the provisions of Section 7.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such
Securities.

          Section
7.13. Preferential Collection of Claims Against the Company.

          The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein.

ARTICLE 8
CONCERNING THE SECURITYHOLDERS

          Section
8.01. Evidence of Action by Securityholders.

          Whenever
in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of one or more series
may take any action (including the making of any demand or request, the giving
of any notice, consent or waiver or the taking of any other action), the fact
that at the time of taking any such action the holders of such majority or
specified percentage of such series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of the relevant series in person or by agent or proxy
appointed in writing.

          If
the Company shall solicit from the Securityholders of one or more series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such series 

35




for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of the
relevant series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of the relevant series shall be computed as
of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

          Section
8.02. Proof of Execution by Securityholders.

          Subject
to the provisions of Section 7.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:

          (a)
The fact and date of the execution by any such Person of any instrument may be
proved in any reasonable manner acceptable to the Trustee.

          (b)
The ownership of Securities shall be proved by the Security Register of such
Securities or by a certificate of the Security Registrar thereof.

          (c)
The Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary.

          Section
8.03. Who May be Deemed Owners.

          Prior
to the due presentment for registration of transfer of any Security, the
Company, the Trustee, any paying agent and any Security Registrar may deem and
treat the Person in whose name such Security shall be registered upon the books
of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all other purposes;
and neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

          Section
8.04. Certain Securities Owned by Company Disregarded.

          In
determining whether the holders of the requisite aggregate principal amount of
Securities of one or more series have concurred in any direction, consent or
waiver under this Indenture, the Securities of such series that are owned by the
Company or any other obligor on the Securities of that series or by any Person
directly or indirectly controlling or controlled by or under common control with
the Company or any other obligor on the Securities of that series 

36




shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. The Securities so
owned that have been pledged in good faith may be regarded as Outstanding for
the purposes of this Section, if the pledgee shall establish to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
such other obligor. In case of a dispute as to such right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

          Section
8.05. Actions Binding on Future Securityholders.

          At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Securities of one or more series
specified in this Indenture in connection with such action, any holder of a
Security of any such series that is shown by the evidence to be included in the
Securities the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of one or more series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of such series.

ARTICLE 9
SUPPLEMENTAL INDENTURES

          Section
9.01. Supplemental Indentures Without the Consent of Securityholders.

          In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

          (a)
to cure any ambiguity, defect, or inconsistency herein, in the Securities of any
series;

          (b)
to comply with Article 10;

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

          (d)
to add to the covenants of the Company for the benefit of the holders of all or
any Series of Securities (and if such covenants are to be for the benefit of
less than all series of 

37




Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company;

          (e)
to add to, delete from, or revise the conditions, limitations, and restrictions
on the authorized amount, terms, or purposes of issue, authentication, and
delivery of Securities, as herein set forth;

          (f)
to make any change that does not adversely affect the rights of any
Securityholder in any material respect; or

          (g)
to provide for the issuance of and establish the form and terms and conditions
of the Securities of any series as provided in Section 2.01, to establish the
form of any certifications required to be furnished pursuant to the terms of
this Indenture or any series of Securities, or to add to the rights of the
holders of any series of Securities.

          The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

          Any
supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.

          Section
9.02. Supplemental Indentures With Consent of Securityholders.

          With
the consent (evidenced as provided in Section 8.01) of the holders of not less
than a majority in aggregate principal amount of the Securities of all of the
series affected by such supplemental indenture or indentures at the time
Outstanding (all such series voting together as a single class), the Company,
when authorized by Board Resolutions, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as then in effect)
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 9.01 the rights
of the holders of the Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (i) extend the fixed maturity of any Securities of any series,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, (ii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture or (iii) make
any change to the subordination terms of any Security of any series that would
adversely affect the holders of the Securities of such series.

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

38




          Section
9.03. Effect of Supplemental Indentures.

          Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article or of Section 10.01, this Indenture shall, with respect to the relevant
series, be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

          Section
9.04. Securities Affected by Supplemental Indentures.

          Following
the execution, authentication and delivery of a supplemental indenture pursuant
to the provisions of this Article or of Section 10.01, the Securities of any
series affected thereby may bear a notation in form approved by the Company,
provided such form meets the requirements of any exchange upon which such
series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall determine that it is necessary or desirable, new
Securities of such series so modified as to conform, in the opinion of the Board
of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of that series then
Outstanding.

          Section
9.05. Execution of Supplemental Indentures.

          Upon
the request of the Company, accompanied by its Board Resolutions authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion but shall not be obligated to enter
into such supplemental indenture. The Trustee, subject to the provisions of
Section 7.01, shall be provided with an Officers’ Certificate and Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article is authorized or permitted by, and conforms to, the terms of
this Article and that it is proper for the Trustee under the provisions of this
Article to join in the execution thereof; provided, however, that
such Officers’ Certificate and Opinion of Counsel need not be provided in
connection with the execution of a supplemental indenture that establishes the
terms of a series of Securities pursuant to Section 2.01 hereof.

          Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall transmit by mail,
first class postage prepaid, a notice, setting forth in general terms the
substance of such supplemental indenture, to the Securityholders of all series
affected thereby as their names and addresses appear upon the Security Register.
Any failure of the Trustee to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental
indenture.

39




          Section
9.06. Conformity with Trust Indenture Act.

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

ARTICLE 10 
SUCCESSOR CORPORATION

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

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

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

          (b)
immediately after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing; and

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

          Section
10.02. Successor Substitute.

          Upon
any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of all or substantially all of the
properties and assets of the Company in accordance with Section 10.01 above, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under the Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under the
Indenture and the Securities.

ARTICLE 11
DEFEASANCE AND DISCHARGE

40




          Section
11.01. Discharge of Company’s Obligations. Except as otherwise provided
in this Section 11.01, the Company may terminate its obligations under the
Securities of any series and this Indenture with respect to the Securities of
such series if:

          (a)
all Securities of such series previously authenticated and delivered (other than
destroyed, lost or wrongfully taken Securities of such series that have been
replaced or Securities of such series that are paid pursuant to Section 2.07 or
Securities of such series for whose payment money or securities have theretofore
been held in trust and thereafter repaid to the Company, as provided in Section
11.05) have been delivered to the Trustee for cancellation and the Company has
paid all sums payable by it hereunder; or

          (b)
(i) the Securities of such series are scheduled to mature within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for giving the notice of redemption, (ii) the Company irrevocably
deposits in trust with the Trustee, as trust funds solely for the benefit of the
holders of such Securities, money or Government Obligations or a combination
thereof sufficient (unless such funds consist solely of money, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee), without consideration
of any reinvestment and after payment of all Federal, state and local taxes or
other charges and assessments in respect thereof payable by the Trustee, to pay
and discharge the principal of (and premium, if any) and interest on the
Securities of such series to maturity or redemption, as the case may be, and to
pay all other sums payable by the Company hereunder, and (iii) the Company
delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in
each case stating that all conditions precedent provided for herein relating to
the satisfaction and discharge of this Indenture with respect to the Securities
of such series have been complied with.

          With
respect to the foregoing clause (a), only the Company’s obligations under
Sections 7.06 and 11.05 in respect of the Securities of such series shall
survive. With respect to the foregoing clause (b), only the Company’s
obligations in Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10 in respect
of the Securities of such series shall survive until such Securities of such
series are no longer outstanding. Thereafter, only the Company’s obligations in
Sections 7.06 and 11.05 in respect of the Securities of such series shall
survive. After any such irrevocable deposit, the Trustee shall acknowledge in
writing the discharge of the Company’s obligations under the Securities of such
series and this Indenture with respect to the Securities of such series except
for those surviving obligations specified above.

          Section
11.02. Legal Defeasance. Except as provided below, the Company will be
deemed to have paid and will be discharged from any and all obligations in
respect of the Securities of any series and the provisions of this Indenture
(and the Trustee, at the expense of the Company, shall execute instruments in
form and substance satisfactory to the Company and the Trustee acknowledging the
same) if the following conditions shall have been satisfied:

          (a)
the Company has irrevocably deposited in trust with the Trustee as trust funds
solely for the benefit of the holders of the Securities of such series, for
payment of the principal of (and premium, if any) and interest on the Securities
of such series, money or Government Obligations or a combination thereof
sufficient (unless such funds consist solely of money), in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written 

41




certification thereof delivered to the Trustee) without
consideration of any reinvestment and after payment of all Federal, state and
local taxes or other charges and assessments in respect thereof payable by the
Trustee, to pay and discharge the principal of (and premium, if any) and
interest on the outstanding Securities of such series to maturity or earlier
redemption (irrevocably provided for under arrangements satisfactory to the
Trustee), as the case may be;

          (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;

          (d)
the Company has delivered to the Trustee (i) either (x) a ruling directed to the
Trustee received from the Internal Revenue Service 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 the Company’s exercise of its
option under this Section 11.02 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 and defeasance had not occurred or (y) an Opinion of
Counsel to the same effect as the ruling described in clause (x) above and based
upon a change in law and (ii) an Opinion of Counsel, subject to customary
assumptions and qualifications, to the effect that the holders of the Securities
of such series have a valid security interest in the trust funds subject to no
prior liens under the UCC; and

          (e)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, in each case stating that all conditions precedent provided for
herein relating to the defeasance contemplated by this Section 11.02 of the
Securities of such series have been complied with.

          The
Company’s obligations in Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10
with respect to the Securities of such series shall survive until such
Securities are no longer outstanding. Thereafter, only the Company’s obligations
in Sections 7.06 and 11.05 shall survive.

          Section
11.03. Covenant Defeasance. The Company may omit to comply with any term,
provision or condition set forth in Sections 4.05, 4.06 or 4.08 (or any other
specific covenant relating to the Securities of any series provided for in a
Board Resolution or supplemental indenture pursuant to Section 2.01 which may by
its terms be defeased pursuant to this Section 11.03), and such omission shall
be deemed not to be an Event of Default under clause (a)(iii) of Section 6.01,
with respect to the outstanding Securities of such series if:

          (a)
the Company has irrevocably deposited in trust with the Trustee as trust funds
solely for the benefit of the holders of Securities of such series, for payment
of the principal of (and premium, if any) and interest on the Securities of such
series, money or Government Obligations or a combination thereof in an amount
sufficient (unless such funds consist solely of money, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee) without consideration of
any reinvestment 

42




and after payment of all Federal, state and local taxes or
other charges and assessments in respect thereof payable by the Trustee, to pay
and discharge the principal of (and premium, if any) and accrued interest on the
outstanding Securities of such series to maturity or earlier redemption
(irrevocably provided for under arrangements satisfactory to the Trustee), as
the case may be;

          (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;

          (d)
the Company has delivered to the Trustee an Opinion of Counsel, subject to
customary assumptions and qualifications, to the effect that (i) the holders of
the Securities of such series have a valid security interest in the trust funds
subject to no prior liens under the UCC and (ii) such holders will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposit
and covenant defeasance and will be subject to Federal income tax on the same
amount and in the same manner and at the same times as would have been the case
if such deposit and defeasance had not occurred; and

          (e)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, in each case stating that all conditions precedent provided for
herein relating to the covenant defeasance contemplated by this Section 11.03 of
the Securities of such series have been complied with.

          Section
11.04. Application of Trust Money. Subject to Section 11.05, the Trustee
or paying agent shall hold in trust money or Government Obligations deposited
with it pursuant to Section 11.01, 11.02 or 11.03, as the case may be, in
respect of the Securities of any series and shall apply the deposited money and
the proceeds from deposited Government Obligations in accordance with the
Securities of such series and this Indenture to the payment of principal of (and
premium, if any) and interest on the Securities of such series; but such money
need not be segregated from other funds except to the extent required by law.
The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 11.01, 11.02 or 11.03, as the case may be, or the principal
and interest received in respect thereof, other than any such tax, fee or other
charge that by law is for the account of the Securityholders.

          Section
11.05. Repayment to Company. Subject to Sections 7.06, 11.01, 11.02 and
11.03, the Trustee and the paying agent shall promptly pay to the Company upon
request set forth in an Officers’ Certificate any money held by them at any time
and not required to make payments hereunder and thereupon shall be relieved from
all liability with respect to such money. Subject to applicable escheat or
abandoned property laws, the Trustee and the paying agent shall pay to the
Company upon written request any money held by them and required to make
payments under this Indenture that remains unclaimed for two years;
provided that the Trustee or such paying agent before being required to
make any such payment to the Company shall cause to be published at the expense
of the Company once in an Authorized Newspaper or mail to each Securityholder
entitled to such money at such Securityholder’s address (as set forth 

43




in the register) notice that such money remains unclaimed and
that after a date specified therein (which shall be at least 30 days from the
date of such publication or mailing) any unclaimed balance of such money then
remaining will be repaid to the Company. After payment to the Company,
Securityholders entitled to such money must look to the Company for payment as
unsecured general creditors unless an abandoned property law designates another
Person, and all liability of the Trustee and such paying agent with respect to
such money shall cease.

ARTICLE 12
IMMUNITY OF INCORPORATORS SHAREHOLDERS, OFFICERS
AND DIRECTORS

          Section
12.01. No Recourse.

          No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, shareholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatsoever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

ARTICLE 13
MISCELLANEOUS PROVISIONS

          Section
13.01. Effect on Successors and Assigns.

          All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 13.02. Actions by
Successor.

          Any
act or proceeding which by any provision of this Indenture is authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company.

          Section
13.03. Surrender of Company Powers.

44




          The
Company, by an instrument in writing executed by 2/3 (two-thirds) of its Board
of Directors and delivered to the Trustee, may surrender any of the powers
reserved to the Company under this Indenture, including any supplemental
indenture hereto, and thereupon such power so surrendered shall terminate both
as to the Company and as to any successor corporation.

          Section
13.04. Notices.

          Except
as otherwise expressly provided herein any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Securities to or on the Company may be given or
served by being deposited first class postage prepaid in a post-office letterbox
addressed (until another address is filed in writing by the Company with the
Trustee), as follows: Net 1 UEPS Technologies, Inc., President Place, 4thFloor,
Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa. Any
notice, election, request or demand by the Company or any Securityholder to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

          Section
13.05. Governing Law.

          This
Indenture and each Security shall be deemed to be a contract made under the
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State.

          Section
13.06. Compliance Certificates and Opinions.

          (a)
Upon any application or demand by the Company to the Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

          (b)
Each certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include (i) a statement that the Person making such certificate
or opinion has read such covenant or condition; (ii) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; (iii) a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

          Section
13.07. Payments on Business Days.

45




          Except
as provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set
forth in an Officers’ Certificate or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal (and premium,
if any) may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.

          Section
13.08. Conflict with Trust Indenture Act.

          If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

          Section
13.09. Counterparts.

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

          Section
13.10. Separability.

          In
case any one or more of the provisions contained in this Indenture or in the
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or
therein.

          Section
13.11. Assignment.

          The
Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly-owned Subsidiary
of the Company, provided that, in the event of any such assignment, the
Company will remain liable for all such obligations. Subject to the foregoing,
the Indenture is binding upon and inures to the benefit of the parties thereto
and their respective successors and assigns. This Indenture may not otherwise be
assigned by the parties hereto.

          Section
13.12. Waiver of Jury Trial.

          EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.

          Section
13.13. Force Majeure.

          In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces 

46




beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.

ARTICLE 14
SUBORDINATION OF SECURITIES

          Section
14.01. Subordination Terms.

          The
Payment by the Company of the principal of, premium, if any, and interest on any
series of Securities issued hereunder shall be subordinated to the extent set
forth in an indenture supplemental hereto relating to such Securities.

47




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

	 	NET 1 UEPS TECHNOLOGIES, INC. 
	 	 	  
	 	By: 	
	 		Name: 
	 		Title: 
	 	 	  
	 	 	  
	 	THE BANK OF NEW YORK, 
	 	 	as Trustee 
	 	 	  
	 	By: 	
	 		Name: 
	 		Title: