EXHIBIT
4.6

     

    


    


    
      
        

        

      

      


       

      E*TRADE
FINANCIAL CORPORATION

       

      


    

    and

     

     

      
        

      

    

     

    Trustee

     

    


     

    INDENTURE

     

    Dated as
of _______________

     

    


     

    SENIOR
DEBT SECURITIES

     

    


     

    
      

      

    

    
       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

    

    


    TABLE
OF CONTENTS

     

      
        

      

    

    
      


    

    
      
        	 
      	 
      	
                PAGE

              
	
                ARTICLE
      1

              
	
                DEFINITIONS

              
	
                Section
      1.01.

              	
                Certain
      Terms Defined

              	
                1

              
	
                ARTICLE
      2

              
	
                SECURITIES

              
	
                Section
      2.01.

              	
                Forms
      Generally

              	
                6

              
	
                Section
      2.02.

              	
                Form
      of Trustee’s Certificate of Authentication

              	
                6

              
	
                Section
      2.03.

              	
                Amount
      Unlimited; Issuable in Series

              	
                7

              
	
                Section
      2.04.

              	
                Authentication
      and Delivery of Securities

              	
                9

              
	
                Section
      2.05.

              	
                Execution
      of Securities

              	
                11

              
	
                Section
      2.06.

              	
                Certificate
      of Authentication

              	
                11

              
	
                Section
      2.07.

              	
                Denomination
      and Date of Securities; Payments of Interest

              	
                12

              
	
                Section
      2.08.

              	
                Registration,
      Transfer and Exchange

              	
                12

              
	
                Section
      2.09.

              	
                Mutilated,
      Defaced, Destroyed, Lost and Stolen Securities

              	
                15

              
	
                Section
      2.10.

              	
                Cancellation
      of Securities; Destruction Thereof

              	
                16

              
	
                Section
      2.11.

              	
                Temporary
      Securities

              	
                16

              
	
                ARTICLE
      3

              
	
                COVENANTS
      OF THE ISSUER

              
	
                Section
      3.01.

              	
                Payment
      of Principal and Interest

              	
                17

              
	
                Section
      3.02.

              	
                Offices
      for Payments, Etc

              	
                17

              
	
                Section
      3.03.

              	
                Appointment
      to Fill a Vacancy in Office of Trustee

              	
                18

              
	
                Section
      3.04.

              	
                Paying
      Agents

              	
                18

              
	
                Section
      3.05.

              	
                Written
      Statement to Trustee

              	
                19

              
	
                ARTICLE
      4

              
	
                SECURITYHOLDERS
      LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

              
	
                Section
      4.01.

              	
                Issuer
      to Furnish Trustee Information as to Names and Addresses of
      Securityholders

              	
                19

              
	
                Section
      4.02.

              	
                Reports
      by the Issuer

              	
                20

              
	
                Section
      4.03.

              	
                Reports
      by the Trustee

              	
                20

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
      5

              
	
                REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

              
	
                Section
      5.01.

              	
                Event
      of Default Defined; Acceleration of Maturity; Waiver of
      Default

              	
                20

              
	
                Section
      5.02.

              	
                Collection
      of Debt by Trustee; Trustee May Prove Debt

              	
                23

              
	
                Section
      5.03.

              	
                Application
      of Proceeds

              	
                25

              
	
                Section
      5.04.

              	
                Suits
      for Enforcement

              	
                26

              
	
                Section
      5.05.

              	
                Restoration
      of Rights on Abandonment of Proceedings

              	
                27

              
	
                Section
      5.06.

              	
                Limitations
      on Suits by Securityholders

              	
                27

              
	
                Section
      5.07.

              	
                Unconditional
      Right of Securityholders to Institute Certain Suits

              	
                27

              
	
                Section
      5.08.

              	
                Powers
      and Remedies Cumulative; Delay or Omission Not Waiver of
      Default

              	
                28

              
	
                Section
      5.09.

              	
                Control
      by Holders of Securities

              	
                28

              
	
                Section
      5.10.

              	
                Waiver
      of Past Defaults.

              	
                29

              
	
                Section
      5.11.

              	
                Trustee
      to Give Notice of Default

              	
                29

              
	
                Section
      5.12.

              	
                Right
      of Court to Require Filing of Undertaking to Pay
    Costs.

              	
                30

              
	
                ARTICLE
      6

              
	
                CONCERNING
      THE TRUSTEE

              
	
                Section
      6.01.

              	
                Duties
      and Responsibilities of the Trustee; During Default; Prior to
      Default

              	
                30

              
	
                Section
      6.02.

              	
                Certain
      Rights of the Trustee

              	
                31

              
	
                Section
      6.03.

              	
                Trustee
      Not Responsible for Recitals, Disposition of Securities or Application of
      Proceeds Thereof

              	
                32

              
	
                Section
      6.04.

              	
                Trustee
      and Agents May Hold Securities; Collections, Etc

              	
                33

              
	
                Section
      6.05.

              	
                Moneys
      Held by Trustee

              	
                33

              
	
                Section
      6.06.

              	
                Compensation
      and Indemnification of Trustee and Its Prior Claim

              	
                33

              
	
                Section
      6.07.

              	
                Right
      of Trustee to Rely on Officer’s Certificate, Etc

              	
                34

              
	
                Section
      6.08.

              	
                Indentures
      Creating Potential Conflicting Interests for the
      Trustee

              	
                34

              
	
                Section
      6.09.

              	
                Persons
      Eligible for Appointment as Trustee

              	
                34

              
	
                Section
      6.10.

              	
                Resignation
      and Removal; Appointment of Successor Trustee

              	
                34

              
	
                Section
      6.11.

              	
                Acceptance
      of Appointment by Successor Trustee

              	
                36

              
	
                Section
      6.12.

              	
                Merger,
      Conversion, Consolidation or Succession to Business of
      Trustee

              	
                37

              
	
                ARTICLE
      7

              
	
                CONCERNING
      THE SECURITYHOLDERS

              
	
                Section
      7.01.

              	
                Evidence
      of Action Taken by Securityholders

              	
                37

              
	
                Section
      7.02.

              	
                Proof
      of Execution of Instruments and of Holding of
      Securities

              	
                38

              


      

       

       

      
        
          
          

        

        
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                Section
      7.03.

              	
                Holders
      to Be Treated as Owners

              	
                38

              
	
                Section
      7.04.

              	
                Securities
      Owned by Issuer Deemed Not Outstanding

              	
                38

              
	
                Section
      7.05.

              	
                Right
      of Revocation of Action Taken

              	
                39

              
	
                ARTICLE
      8

              
	
                SUPPLEMENTAL
      INDENTURES

              
	
                Section
      8.01.

              	
                Supplemental
      Indentures Without Consent of Securityholders

              	
                39

              
	
                Section
      8.02.

              	
                Supplemental
      Indentures With Consent of Securityholders

              	
                41

              
	
                Section
      8.03.

              	
                Effect
      of Supplemental Indenture

              	
                42

              
	
                Section
      8.04.

              	
                Documents
      to Be Given to Trustee

              	
                43

              
	
                Section
      8.05.

              	
                Notation
      on Securities in Respect of Supplemental Indentures

              	
                43

              
	
                ARTICLE
      9

              
	
                CONSOLIDATION,
      MERGER, SALE OR CONVEYANCE

              
	
                Section
      9.01.

              	
                Issuer
      May Consolidate, Etc., on Certain Terms

              	
                43

              
	
                Section
      9.02.

              	
                Successor
      Issuer Substituted

              	
                44

              
	
                ARTICLE
      10

              
	
                SATISFACTION
      AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

              
	
                Section
      10.01.

              	
                Satisfaction
      and Discharge of Indenture

              	
                45

              
	
                Section
      10.02.

              	
                Application
      by Trustee of Funds Deposited for Payment of
    Securities

              	
                48

              
	
                Section
      10.03.

              	
                Repayment
      of Moneys Held by Paying Agent

              	
                48

              
	
                Section
      10.04.

              	
                Return
      of Moneys Held by Trustee and Paying Agent Unclaimed for Two
      Years

              	
                48

              
	
                Section
      10.05.

              	
                Indemnity
      for U.S. Government Obligations

              	
                48

              
	
                ARTICLE
      11

              
	
                MISCELLANEOUS
      PROVISIONS

              
	
                Section
      11.01.

              	
                Incorporators,
      Stockholders, Officers and Directors of Issuer Exempt from Individual
      Liability

              	
                49

              
	
                Section
      11.02.

              	
                Provisions
      of Indenture for the Sole Benefit of Parties and Holders of
      Securities

              	
                49

              
	
                Section
      11.03.

              	
                Successors
      and Assigns of Issuer Bound by Indenture

              	
                49

              
	
                Section
      11.04.

              	
                Notices
      and Demands on Issuer, Trustee and Holders of
      Securities

              	
                49

              
	
                Section
      11.05.

              	
                Officer’s
      Certificates and Opinions of Counsel; Statements to Be Contained
      Therein

              	
                50

              
	
                Section
      11.06.

              	
                Payments
      Due on Saturdays, Sundays and Holidays

              	
                51

              
	
                Section
      11.07.

              	
                Conflict
      of Any Provision of Indenture With Trust Indenture Act of
      1939

              	
                51

              


      

       

       

      
        
          
          

        

        
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                Section
      11.08.

              	
                New
      York Law to Govern

              	
                52

              
	
                Section
      11.09.

              	
                Counterparts

              	
                52

              
	
                Section
      11.10.

              	
                Effect
      of Headings

              	
                52

              
	
                Section
      11.11.

              	
                Securities
      in a Foreign Currency

              	
                52

              
	
                Section
      11.12.

              	
                Judgment
      Currency

              	
                53

              
	
                ARTICLE
      12

              
	
                REDEMPTION
      OF SECURITIES AND SINKING FUNDS

              
	
                Section
      12.01.

              	
                Applicability
      of Article

              	
                53

              
	
                Section
      12.02.

              	
                Notice
      of Redemption; Partial Redemptions

              	
                53

              
	
                Section
      12.03.

              	
                Payment
      of Securities Called for Redemption

              	
                55

              
	
                Section
      12.04.

              	
                Exclusion
      of Certain Securities from Eligibility for Selection for
      Redemption

              	
                56

              
	
                Section
      12.05.

              	
                Mandatory
      and Optional Sinking Funds

              	
                56

              


      

      


    

     

    
      
        
        

      

      
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      THIS
INDENTURE, dated as of _________ between E*TRADE FINANCIAL CORPORATION, a
Delaware corporation (the “Issuer”), and ________,
a _______ (the “Trustee”),

      
 

      W I T N E
S S E T H :

      


      WHEREAS,
the Issuer may from time to time duly authorize the issue of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more
series (the “Securities”) up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

      


      WHEREAS,
the Issuer has duly authorized the execution and delivery of this Indenture to
provide, among other things, for the authentication, delivery and administration
of the Securities; and

      


      WHEREAS,
all things necessary to make this Indenture a valid indenture and agreement
according to its terms have been done;

      


      NOW,
THEREFORE:

      


      In
consideration of the premises and the purchases of the Securities by the holders
thereof, the Issuer and the Trustee mutually covenant and agree for the equal
and proportionate benefit of the respective holders from time to time of the
Securities as follows:

      


      


      ARTICLE
1

      DEFINITIONS

      


      Section
1.01. Certain Terms
Defined. The following terms (except as otherwise expressly provided or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of which in
the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939,
including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
clearly 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 this
Indenture. All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term “generally accepted accounting
principles” means such accounting principles as are generally accepted at
the time of any computation. The words “herein”, “hereof” and “hereunder” and
other words of

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision. The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the
singular.

      


      “Board of Directors” means
either the Board of Directors of the Issuer or any committee of such Board duly
authorized to act on its behalf.

      


      “Board Resolution” means a copy
of one or more resolutions, certified by the secretary or an assistant secretary
of the Issuer to have been duly adopted by the Board of Directors and to be in
full force and effect, and delivered to the Trustee.

      


      “Business Day” means, with
respect to any Security, a day that in the city (or in any of the cities, if
more than one) in which amounts are payable, as specified in the form of such
Security, is not a day on which banking institutions are authorized or required
by law or regulation to close.

      


      “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Securities Exchange Act of 1934, or if at any time after the execution
and delivery of this Indenture such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act of 1939, then the
body performing such duties on such date.

      


      “Common Stock” means shares of
common stock, par value $0.01 per share, of the Issuer as the same exists at the
date of execution and delivery of this Indenture or as such stock may be
reconstituted from time to time.

      


      “Corporate Trust Office” means
the office of the Trustee at which the corporate trust business of the Trustee
shall, at any particular time, be principally administered, which office is, at
the date as of which this Indenture is dated, located at
__________.

      


      “Debt” of any Person means any
debt for money borrowed which is created, assumed, incurred or guaranteed in any
manner by such Person or for which such Person is otherwise responsible or
liable, and shall expressly include any such guaranty thereof by such Person.
For the purpose of computing the amount of the Debt of any Person there shall be
excluded all Debt of such Person for the payment or redemption or satisfaction
of which money or securities (or evidences of such Debt, if permitted under the
terms of the instrument creating such Debt) in the necessary amount shall have
been deposited in trust with the proper depositary, whether upon or prior to the
maturity or the date fixed for redemption of such Debt; and, in any instance
where Debt is so excluded, for the purpose of computing the assets of such
Person there shall be excluded the money, securities or evidences of Debt
deposited by such Person in trust for the purpose of paying or satisfying such
Debt.

      
         

        

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        



      “Depositary” means, with
respect to the Securities of any series issuable or issued in the form of one or
more Global Securities, the Person designated as Depositary by the Issuer
pursuant to Section 2.04 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or
include each Person who is then a Depositary hereunder, and if at any time there
is more than one such Person, “Depositary” as used with
respect to the Securities of any such series shall mean the Depositary with
respect to the Global Securities of that series.

      


      “Dollar” means the currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

      


      “Event of Default” means any
event or condition specified as such in Section 5.01.

      


      “Foreign Currency” means a
currency issued by the government of a country other than the United
States.

      


      “Global Security”, means a
Security evidencing all or a part of a series of Securities, issued to the
Depositary for such series in accordance with Section 2.04, and bearing the
legend prescribed in Section 2.04.

      


      “Holder”, “holder of Securities”, “Securityholder” or other
similar terms mean the Person in whose name such Security is registered in the
Security register kept by the Issuer for that purpose in accordance with the
terms hereof.

      


      “Indenture” means this
instrument as originally executed and delivered or, if amended or supplemented
as herein provided, as so amended or supplemented or both, and shall include the
forms and terms of particular series of Securities established as contemplated
hereunder.

      


      “interest”, unless the context
otherwise requires, refers to interest, and when used with respect to
non-interest bearing Securities, refers to interest payable after maturity, if
any.

      


      “Issuer” means E*TRADE
Financial Corporation and, subject to Article 9, its successors and
assigns.

      


      “Issuer Order” means a written
statement, request or order of the Issuer signed in its name by the chairman of
the Board of Directors, the president or any vice president of the
Issuer.

      


      “Market Exchange Rate” has the
meaning set forth in Section 11.11.

      


      “Officer’s Certificate” means a
certificate signed by the chairman of the Board of Directors, the president, any
vice president, the treasurer, the secretary

       

      
        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        



      or any
assistant secretary of the Issuer and delivered to the Trustee. Each such
certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and
shall include the statements provided for in Section 11.05.

      


      “Opinion of Counsel” means an
opinion in writing signed by the general corporate counsel or such other legal
counsel who may be an employee of or counsel to the Issuer and who shall be
satisfactory to the Trustee. Each such opinion shall comply with Section 314 of
the Trust Indenture Act of 1939 and shall include the statements provided for in
Section 11.05, if and to the extent required hereby.

      


      “original issue date” of any
Security (or portion thereof) means the earlier of (a) the date of such Security
or (b) the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or
substitution.

      


      “Original Issue Discount
Security” means any Security that provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.01.

      


      “Outstanding”, when used with
reference to Securities, shall, subject to the provisions of Section 7.04, mean,
as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except

      


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

      


      (b)  Securities,
or portions thereof, for the payment or redemption of which moneys or U.S.
Government Obligations (as provided for in Section 10.01) in the necessary
amount shall have been deposited in trust with the Trustee or with any paying
agent (other than the Issuer) or shall have been set aside, segregated and held
in trust by the Issuer for the Holders of such Securities (if the Issuer shall
act as its own paying agent); provided, that if such
Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

      


      (c)  Securities
in substitution for which other Securities shall have been authenticated and
delivered, or which shall have been paid, pursuant to the terms of Section 2.09
(except with respect to any such Security as to which proof satisfactory to the
Trustee is presented that such Security is held by a Person in whose hands such
Security is a legal, valid and binding obligation of the Issuer), Securities
converted into Common

       

      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

           

        

      

      Stock
pursuant hereto and Securities not deemed outstanding pursuant to Section
12.02.

      


      In
determining whether the Holders of the requisite principal amount of Outstanding
Securities of any or all series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 5.01.

      


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

      


      “principal” whenever used with
reference to the Securities or any Security or any portion thereof, shall be
deemed to include “and premium, if any”.

      


      “Responsible Officer”, when
used with respect to the Trustee, means the chairman of the board of directors,
any vice chairman of the board of directors, the chairman of the trust
committee, the chairman of the executive committee, any vice chairman of the
executive committee, the president, any vice president, the cashier, the
secretary, the treasurer, any trust officer, any assistant trust officer, any
assistant vice president, any assistant cashier, any assistant secretary, any
assistant treasurer, 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 knowledge of and familiarity with the
particular subject.

      


      “Security” or “Securities” has the meaning
stated in the first recital of this Indenture, or, as the case may be,
Securities that have been authenticated and delivered under this
Indenture.

      


      “Subsidiary” means a
corporation of which stock having a majority of the voting power under ordinary
circumstances is owned, directly or indirectly, by the Issuer or by one or more
subsidiaries of the Issuer, or by the Issuer and one or more subsidiaries of the
Issuer.

      


      “Trust Indenture Act of 1939”
(except as otherwise provided in Sections 8.01 and 8.02) means the Trust
Indenture Act of 1939 as in force at the date as of which this Indenture was
originally executed.

      


      
        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        



      “Trustee” means the Person
identified as “Trustee”
in the first paragraph hereof and, subject to the provisions of Article 6, shall
also include any successor trustee. “Trustee” shall also mean or
include each Person who is then a trustee hereunder and if at any time there is
more than one such Person, “Trustee” as used with respect
to the Securities of any series shall mean the trustee with respect to the
Securities of such series.

      


      “U.S. Government Obligations”
shall have the meaning set forth in Section 10.01(a).

      


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

      


      “Yield to Maturity” means the
yield to maturity on a series of securities, calculated at the time of issuance
of such series, or, if applicable, at the most recent redetermination of
interest on such series, and calculated in accordance with accepted financial
practice.

      


      


      ARTICLE
2

      SECURITIES

      


      Section
2.01. Forms Generally.
The Securities of each series shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to (rather than set forth in) a Board Resolution, an
Officer’s Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities as evidenced by their execution of such Securities.

      


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

      


      Section
2.02. Form of Trustee’s
Certificate of Authentication. The Trustee’s certificate of
authentication on all Securities shall be in substantially the following
form:

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      


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

       

       

      
        


         

        
          	
                   

                	,
	
                  as
      Trustee

                	 


        

        


        
          	
                  By:

                	 
      
	 	Authorized
      Officer


        

         

      

      Section
2.03. Amount Unlimited;
Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

      


      The
Securities may be issued in one or more series. The terms of a series of
Securities shall be established prior to the initial issuance thereof in or
pursuant to one or more Board Resolutions of the Board of Directors and set
forth in a Board Resolution, or, to the extent established pursuant to (rather
than set forth in) a Board Resolution, in an Officer’s Certificate detailing
such establishment and/or established in one or more indentures supplemental
hereto. The terms of such series reflected in such Board Resolution, Officer’s
Certificate, or supplemental indenture may include the following or any
additional or different terms:

      


      (a)  the
designation of the Securities of the series (which may be part of a series of
Securities previously issued);

       

      (b)  the
terms and conditions, if applicable, upon which conversion or exchange of the
Securities into Common Stock will be effected, including the initial conversion
or exchange price or rate and any adjustments thereto, the conversion or
exchange period and other provisions in addition to or in lieu of those
described herein;

      


      (c)  any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.08,
2.09, 2.11, 8.05 or 12.03);

      


      (d)  if
other than Dollars, the Foreign Currency in which the Securities of that series
are denominated;

      


      
        (e)  any
date on which the principal of the Securities of the series is payable;

      

       

      
        
          
          

        

        
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      (f)  the
rate or rates at which the Securities of the series shall bear interest, if any,
the record date or dates for the determination of holders to whom interest is
payable, the date or dates from which such interest shall accrue and on which
such interest shall be payable and/or the method by which such rate or rates or
date or dates shall be determined;

      


      (g)  the
place or places where the principal of and any interest on Securities of the
series shall be payable (if other than as provided in Section
3.02);

      


      (h)  the
price or prices at which, the period or periods within 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 Issuer, pursuant to any sinking fund or
otherwise;

      


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

      


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

      


      (k)  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;

      


      (l)  if
other than the currency in which the Securities of that series are denominated,
the currency in which payment of the principal of or interest on the Securities
of such series shall be payable;

      


      (m)  if
the principal of or interest on the Securities of the series is to be payable,
at the election of the Issuer or a Holder thereof, in a currency other than that
in which the Securities are denominated, the period or periods within which, and
the terms and conditions upon which, such election may be made;

      


      (n)  if
the amount of payments of principal of and interest on the Securities of the
series may be determined with reference to an index based on a currency other
than that in which the Securities of the series are denominated, the manner in
which such amounts shall be determined;

       

      (o)  whether
and upon what terms the Securities may be defeased;

      


      (p)  whether
and under what circumstances the Issuer will pay additional amounts on the
Securities of any series in respect of any tax, assessment or

      


      
        
          
          

        

        
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      governmental
charge withheld or deducted and, if so, whether the Issuer will have the option
to redeem such Securities rather than pay such additional amounts;

      


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

      


      (r)  any
trustees, authenticating or paying agents, transfer agents or registrars or any
other agents with respect to the Securities of such series;

      


      (s)  any
other events of default or covenants with respect to the Securities of such
series in addition to or in lieu of those contained in this
Indenture;

      


      (t)  if
the Securities of the series may be issued in exchange for surrendered
Securities of another series, or for other securities of the Issuer, pursuant to
the terms of such Securities or securities or of any agreement entered into by
the Issuer, the ratio of the principal amount of the Securities of the series to
be issued to the principal amount of the Securities or securities to be
surrendered in exchange, and any other material terms of the exchange;
and

       

      (u)  any
other terms of the series.

      


      The Issuer
may from time to time, without notice to or the consent of the holders of any
series of Securities, create and issue further Securities of any such series
ranking equally with the Securities of such series in all respects (or in all
respects other than the payment of interest accruing prior to the issue date of
such further Securities or except for the first payment of interest following
the issue date of such further Securities). Such further Securities may be
consolidated and form a single series with the Securities of such series and
have the same terms as to status, redemption or otherwise as the Securities of
such series.

      


      Section
2.04. Authentication and
Delivery of Securities. The Issuer may deliver Securities of any series
executed by the Issuer to the Trustee for authentication together with the
applicable documents referred to below in this Section, and the Trustee shall
thereupon authenticate and deliver such Securities to or upon the order of the
Issuer (contained in the Issuer Order referred to below in this Section) or
pursuant to such procedures acceptable to the Trustee and to such recipients as
may be specified from time to time by an Issuer Order. The maturity date,
original issue date, interest rate and any other terms of the Securities of such
series shall be determined by or pursuant to such Issuer Order and procedures.
If provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral instructions from the
Issuer

      
         

        

        
          
            
            

          

          
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      or its
duly authorized agent, which instructions shall be promptly confirmed in
writing. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon:

      


      (a)  an
Issuer Order requesting such authentication and setting forth delivery
instructions if the Securities are not to be delivered to the
Issuer;

      


      (b)  any
Board Resolution, Officer’s Certificate and/or executed supplemental indenture
referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and
terms of the Securities were established;

      


      (c)  an
Officer’s Certificate setting forth the form or forms and terms of the
Securities stating that the form or forms and terms of the Securities have been
established pursuant to Sections 2.01 and 2.03 and comply with this Indenture,
and covering such other matters as the Trustee may reasonably request;
and

       

      (d)  an
Opinion of Counsel to the effect that:

      


      (i)  the
form or forms and terms of such Securities have been established pursuant to
Sections 2.01 and 2.03 and comply with this Indenture,

      


      (ii)  the
authentication and delivery of such Securities by the Trustee are authorized
under the provisions of this Indenture,

      


        
(iii)  such Securities when authenticated and delivered by the Trustee
and issued by the Issuer in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations of the
Issuer, and

      


      (iv)  all
laws and requirements in respect of the execution and delivery by the Issuer of
the Securities have been complied with,

      


      and
covering such other matters as the Trustee may reasonably request.

      


      The
Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders or would affect the Trustee’s own rights, duties or
immunities under the Securities, this Indenture or otherwise.

      
         

         

        
          
            
            

          

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

      


      Each
Depositary designated pursuant to this Section must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.

      


      Section
2.05. Execution of
Securities. The Securities shall be signed on behalf of the Issuer by the
chairman of its Board of Directors, any vice chairman of its Board of Directors,
its chief executive officer, its principal financial officer, its president, any
vice president or its treasurer. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. Typographical and other
minor errors or defects in any such reproduction of any such signature shall not
affect the validity or enforceability of any Security that has been duly
authenticated and delivered by the Trustee.

      


      In case
any officer of the Issuer who shall have signed any of the Securities shall
cease to be such officer before the Security so signed shall be authenticated
and delivered by the Trustee or disposed of by the Issuer, such Security
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Security had not ceased to be such officer of the Issuer;
and any Security may be signed on behalf of the Issuer by such persons as, at
the actual date of the execution of such Security, shall be the proper officers
of the Issuer, although at the date of the execution and delivery of this
Indenture any such person was not such an officer.

      


      Section
2.06. Certificate of
Authentication. Only such Securities as shall bear thereon a certificate
of authentication substantially in the form hereinbefore recited, executed by
the Trustee by the manual signature of one of its authorized officers, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. The execution of such certificate by the Trustee upon any Security
executed by the Issuer shall be conclusive evidence that the Security
so

      
         

        

        
          
            
            

          

          
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      authenticated
has been duly authenticated and delivered hereunder and that the Holder is
entitled to the benefits of this Indenture.

      


      Section
2.07. Denomination and Date of
Securities; Payments of Interest. The Securities of each series shall be
issuable in denominations established as contemplated by Section 2.03 or, if not
so established, in denominations of $1,000 and any integral multiple thereof.
The Securities of each series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee, as
evidenced by the execution and authentication thereof. Unless otherwise
indicated in a Board Resolution, Officer’s Certificate or supplemental indenture
for a particular series, interest will be calculated on the basis of a 360-day
year of twelve 30-day months.

      


      Each
Security shall be dated the date of its authentication. The Securities of each
series shall bear interest, if any, from the date, and such interest shall be
payable on the dates, established as contemplated by Section 2.03.

      


      The Person
in whose name any Security of any series is registered at the close of business
on any record date applicable to a particular series with respect to any
interest payment date for such series shall be entitled to receive the interest,
if any, payable on such interest payment date notwithstanding any transfer,
exchange or conversion of such Security subsequent to the record date and prior
to such interest payment date, except if and to the extent the Issuer shall
default in the payment of the interest due on such interest payment date for
such series, in which case such defaulted interest shall be paid to the Persons
in whose names Outstanding Securities for such series are registered at the
close of business on a subsequent record date (which shall be not less than five
Business Days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of Securities not less than 15 days preceding such subsequent record date. The
term “record date” as used with respect to any interest payment date (except a
date for payment of defaulted interest) for the Securities of any series shall
mean the date specified as such in the terms of the Securities of such series
established as contemplated by Section 2.03, or, if no such date is so
established, if such interest payment date is the first day of a calendar month,
the 15th day of the next preceding calendar month or, if such interest payment
date is the 15th day of a calendar month, the first day of such calendar month,
whether or not such record date is a Business Day.

      


      Section
2.08. Registration, Transfer
and Exchange. The Issuer will keep at each office or agency to be
maintained for the purpose as provided in Section 3.02 for each series of
Securities a register or registers in which, subject to such reasonable
regulations as it may prescribe, it will provide for the registration of
Securities of such series and the registration of transfer of Securities of such
series. Such register shall be in written form in the English language or in
any

      
         

        

        
          
            
            

          

          
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      other form
capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection by the
Trustee.

      


      Upon due
presentation for registration of transfer of any Security of any series at any
such office or agency to be maintained for the purpose as provided in Section
3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in
the name of the transferee or transferees a new Security or Securities of the
same series, maturity date, interest rate and original issue date in authorized
denominations for a like aggregate principal amount.

      


      At the
option of the Holder thereof, Securities of any series (except a Global
Security) may be exchanged for a Security or Securities of such series having
authorized denominations and an equal aggregate principal amount, upon surrender
of such Securities to be exchanged at the agency of the Issuer that shall be
maintained for such purpose in accordance with Section 3.02 and upon payment, if
the Issuer shall so require, of the charges hereinafter provided. Whenever any
Securities are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. All Securities surrendered upon any
exchange or transfer provided for in this Indenture shall be promptly cancelled
and disposed of by the Trustee and the Trustee will deliver a certificate of
disposition thereof to the Issuer.

      


      All
Securities presented for registration of transfer, exchange, redemption or
payment shall (if so required by the Issuer or the Trustee) be duly endorsed by,
or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer and the Trustee duly executed by, the Holder or his
or her attorney duly authorized in writing.

      


      The Issuer
may require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

      


      The Issuer
shall not be required to exchange or register a transfer of (a) any Securities
of any series for a period of 15 days next preceding the first mailing of notice
of redemption of Securities of such series to be redeemed or (b) any Securities
selected, called or being called for redemption, in whole or in part, except, in
the case of any Security to be redeemed in part, the portion thereof not so to
be redeemed.

      


      Notwithstanding
any other provision of this Section 2.08, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Global Security
representing all or a portion of the Securities of a series may not

      
         

        

        
          
            
            

          

          
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      be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor
Depositary.

      


      If at any
time the Depositary for the Securities of a series notifies the Issuer that it
is unwilling or unable to continue as Depositary for the Securities of such
series or if at any time the Depositary for the Securities of a series shall no
longer be eligible under Section 2.04, the Issuer shall appoint a successor
Depositary with respect to the Securities of such series. If a successor
Depositary for the Securities of such series is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer’s election pursuant to Section 2.03 that the
Securities of such series be represented by a Global Security shall no longer be
effective and the Issuer will execute, and the Trustee, upon receipt of an
Officer’s Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing the Securities of such series, in exchange for such
Global Security or Securities.

      


      The Issuer
may at any time and in its sole discretion determine that the Securities of any
series issued in the form of one or more Global Securities shall no longer be
represented by a Global Security or Securities. In such event the Issuer will
execute, and the Trustee, upon receipt of an Officer’s Certificate for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form, in any authorized denominations, in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing such
series, in exchange for such Global Security or Securities.

      


      The
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for Securities of the same series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

      


      (i)  to
the Person specified by such Depositary a new Security or Securities of the same
series, of any authorized denominations as requested by such Person, in an
aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Global Security; and

      


      (ii)  to
such Depositary a new Global Security in a denomination equal to the difference,
if any, between the principal amount

      
         

        

        
          
            
            

          

          
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      of the
surrendered Global Security and the aggregate principal amount of Securities
authenticated and delivered pursuant to clause (i) above.

      


      Upon the
exchange of a Global Security for Securities in definitive registered form, in
authorized denominations, such Global Security shall be cancelled by the
Trustee. Securities in definitive registered form issued in exchange for a
Global Security pursuant to this Section 2.08 shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities to or as
directed by the Persons in whose names such Securities are so
registered.

      


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

      


      Section
2.09.  Mutilated,
Defaced, Destroyed, Lost and Stolen Securities. In case
any temporary or definitive Security shall become mutilated, defaced or be
destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee shall authenticate
and deliver a new Security of the same series, maturity date, interest rate and
original issue date, bearing a number or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated or
defaced Security, or in lieu of and substitution for the Security so destroyed,
lost or stolen. In every case the applicant for a substitute Security shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as may be required by them to indemnify and
defend and to save each of them harmless and, in every case of destruction, loss
or theft, evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof and in the case of mutilation or
defacement shall surrender the Security to the Trustee.

      


      Upon the
issuance of any substitute Security, the Issuer 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 which has matured or is about
to mature or has been called for redemption in full, or is being surrendered for
conversion in full, shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute Security (with the
Holder’s consent, in the case of convertible Securities), pay or authorize the
payment of the same or convert, or authorize conversion of the same (without
surrender thereof except in the case of a mutilated or defaced Security), if the
applicant for such payment shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as any of them
may

      
         

        

        
          
            
            

          

          
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      require to
save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Issuer and the Trustee and any agent of
the Issuer or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

      


      Every
substitute Security of any series issued pursuant to the provisions of this
Section by virtue of the fact that any such Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Issuer,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone and shall be entitled to all the benefits of (but shall be
subject to all the limitations of rights set forth in) this Indenture equally
and proportionately with any and all other Securities of such series duly
authenticated and delivered hereunder. All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment or
conversion of mutilated, defaced or destroyed, lost or stolen Securities and
shall preclude 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
2.10. Cancellation of
Securities; Destruction Thereof. All Securities surrendered for exchange
for Securities of the same series or for payment, redemption, registration of
transfer, conversion or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee, shall be delivered to 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 permitted by any of the provisions of
this Indenture. The Trustee shall dispose of cancelled Securities held by it and
deliver a certificate of disposition to the Issuer. If the Issuer shall acquire
any of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the Debt represented by such Securities unless and until the
same are delivered to the Trustee for cancellation.

      


      Section
2.11. Temporary
Securities. Pending the preparation of definitive Securities for any
series, the Issuer may execute and the Trustee shall authenticate and deliver
temporary Securities for such series (printed, lithographed, typewritten or
otherwise reproduced, in each case in form satisfactory to the Trustee).
Temporary Securities of any series shall be issuable in any authorized
denomination, and substantially in the form of the definitive Securities of such
series but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Issuer with the
concurrence of the Trustee as evidenced by the execution and authentication
thereof. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be executed
by the Issuer and be authenticated by the Trustee upon the same conditions and
in

      
         

        

        
          
            
            

          

          
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      substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Issuer for that purpose pursuant to Section 3.02 and the
Trustee shall authenticate and deliver in exchange for such temporary Securities
of such series an equal aggregate principal amount of definitive Securities of
the same series having authorized denominations. Until so exchanged, the
temporary Securities of any series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series, unless the benefits of
the temporary Securities are limited pursuant to Section 2.03.

      


      


      ARTICLE
3

      COVENANTS OF THE ISSUER

      


      Section
3.01. Payment of Principal and
Interest. The Issuer covenants and agrees for the benefit of each series
of Securities that it will duly and punctually pay or cause to be paid the
principal of, and interest on, each of the Securities of such series (together
with any additional amounts payable pursuant to the terms of such Securities) at
the place or places, at the respective times and in the manner provided in such
Securities and in this Indenture. The interest on Securities (together with any
additional amounts payable pursuant to the terms of such Securities) shall be
payable only to or upon the written order of the Holders thereof and at the
option of the Issuer may be paid by mailing checks for such interest payable to
or upon the written order of such Holders at their last addresses as they appear
on the Security register of the Issuer.

      


      Section
3.02.  Offices for Payments,
Etc.  The Issuer will maintain (i) in _______, an agency where
the Securities of each series may be presented for payment, an agency where the
Securities of each series may be presented for exchange and conversion, if
applicable, as provided in this Indenture and an agency where the Securities of
each series may be presented for registration of transfer as in this Indenture
provided and (ii) such further agencies in such places as may be determined for
the Securities of such series pursuant to Section 2.03.

      


      The Issuer
will maintain in __________, an agency where notices and demands to or upon the
Issuer in respect of the Securities of any series or this Indenture may be
served.

      


      The Issuer
will give to the Trustee written notice of the location of each such agency and
of any change of location thereof. In case the Issuer shall fail to maintain any
agency required by this Section to be located in __________, or shall fail to
give such notice of the location or of any change in the location of
any

      
         

         

        

        
          
            
            

          

          
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      of the
above agencies, presentations and demands may be made and notices may be served
at the Corporate Trust Office of the Trustee.

      


      The Issuer
may from time to time designate one or more additional agencies where the
Securities of a series may be presented for payment, where the Securities of
that series may be presented for exchange or conversion, if applicable, as
provided in this Indenture and pursuant to Section 2.03 and where the Securities
of that series may be presented for registration of transfer as in this
Indenture provided, and the Issuer may from time to time rescind any such
designation, as the Issuer may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain the agencies provided for in this Section. The Issuer
will give to the Trustee prompt written notice of any such designation or
rescission thereof.

      


      Section
3.03. Appointment to Fill a
Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided in
Section 6.10, a Trustee, so that there shall at all times be a Trustee with
respect to each series of Securities hereunder.

      


      Section
3.04. Paying Agents.
Whenever the Issuer shall appoint a paying agent other than the Trustee with
respect to the Securities of any series, it will cause 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,

      


      (a)  that
it will hold all sums received by it as such agent for the payment of the
principal of or interest on the Securities of such series (whether such sums
have been paid to it by the Issuer or by any other obligor on the Securities of
such series) in trust for the benefit of the Holders of the Securities of such
series or of the Trustee,

      


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

      


      (c)  that
at any time during the continuance of any such failure, upon the written request
of the Trustee, it will forthwith pay to the Trustee all sums so held in trust
by such paying agent.

      


      The Issuer
will, on or prior to each due date of the principal of or interest on the
Securities of such series, deposit with the paying agent a sum sufficient to pay
such principal or interest so becoming due, and (unless such paying agent
is

      


      
        
          
            
            

          

          
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      the
Trustee) the Issuer will promptly notify the Trustee of any failure to take such
action.

      


      If the
Issuer shall act as its own paying agent with respect to the Securities of any
series, it will, on or before each due date of the principal of or interest on
the Securities of such series, set aside, segregate and hold in trust for the
benefit of the Holders of the Securities of such series a sum sufficient to pay
such principal or interest so becoming due. The Issuer will promptly notify the
Trustee of any failure to take such action.

      


      Anything
in this Section to the contrary notwithstanding, but subject to Section 10.01,
the Issuer may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Issuer or any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts
herein contained.

      


      Anything
in this Section to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this Section is subject to the provisions of Sections 10.03
and 10.04.

      


      Section
3.05. Written Statement to
Trustee. So long as any Securities are Outstanding hereunder, the Issuer
will deliver to the Trustee, within 120 days after the end of each fiscal year
of the Issuer ending after the date hereof, a written statement covering the
previous fiscal year, signed by two of its officers (which need not comply with
Section 11.05), stating that in the course of the performance of their duties as
officers of the Issuer they would normally have knowledge of any default by the
Issuer in the performance or fulfillment of any covenant, agreement or condition
contained in this Indenture, stating whether or not they have knowledge of any
such default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof.

      


      


      ARTICLE
4

      SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

      


      Section
4.01. Issuer to Furnish
Trustee Information as to Names and Addresses of Securityholders.
The Issuer covenants and agrees that it will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of the Securities of each
series pursuant to Section 312 of the Trust Indenture Act of 1939:

      


      (a)
semiannually and not more than 15 days after each record date for the payment of
interest on such Securities, as hereinabove specified, as of such

      
         

        

        
          
            
            

          

          
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      record
date and on dates to be determined pursuant to Section 2.03 for non-interest
bearing Securities in each year, and

      


      (b) at
such other times as the Trustee may request in writing, within 30 days after
receipt by the Issuer of any such request as of a date not more than 15 days
prior to the time such information is furnished, provided, that, if and so
long as the Trustee shall be the Security registrar for such series, such list
shall not be required to be furnished.

      


      Section
4.02. Reports by the
Issuer. The Issuer covenants to comply with Section 314(a) of the Trust
Indenture Act insofar as it relates to information, documentations, and other
reports which the Issuer may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act.

      


      Section
4.03. Reports by the
Trustee. Any Trustee’s report required under Section 313(a) of the Trust
Indenture Act of 1939 shall be transmitted on or before ______ in each year
following the date hereof, so long as any Securities are Outstanding hereunder,
and shall be dated as of a date convenient to the Trustee but no more than 60
nor less than 45 days prior thereto.


      


      ARTICLE
5

      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

      


      Section
5.01. Event of Default
Defined; Acceleration of Maturity; Waiver of Default. “Event of Default”, with
respect to Securities of any series wherever used herein, means each
one of the following events which shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

      


      (a)  default
in the payment of any installment of interest upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of 60 days (or such other period as may be established
for the Securities of such series as contemplated by Section 2.03);
or

      


      (b)  default
in the payment of all or any part of the principal on any of the Securities of
such series as and when the same shall become due and payable either at
maturity, upon redemption, by declaration or otherwise, and the continuance of
such default for five days (or such other period as may be established for the
Securities of such series as contemplated by Section 2.03); or

      


       

      
        
          
          

        

        
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      (c)  default
in the performance, or breach, of any covenant or warranty of the Issuer in
respect of the Securities of such series (other than a covenant or warranty in
respect of the Securities of such series a default in the performance or breach
of which is elsewhere in this Section specifically dealt with), and continuance
of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Issuer by the Trustee or to the Issuer and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of all series affected thereby, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice
of Default” hereunder; or

      


      (d)  a
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Issuer in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of the Issuer or for all or substantially all of its
property and assets or ordering the winding up or liquidation of its affairs,
and such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

      


      (e)  the
Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the
entry of an order for relief in an involuntary case under any such law, or
consent to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee or sequestrator (or similar official) of the Issuer
or for any substantial part of its property and assets, or make any general
assignment for the benefit of creditors; or

       

      (f)  any
other Event of Default provided for in such series of Securities.

      


      (g)  Notwithstanding
any other provisions in this Indenture, if the terms of any Securities so
provide, at the election of the Issuer, the sole remedy for an Event of Default
relating to the failure to comply with Section 4.02 of this Indenture or Section
314(a)(1) of the Trust Indenture Act of 1939, will, for the period specified for
the Securities of such series, consist exclusively of the right to receive
additional interest on the Securities accruing at a rate specified for the
Securities of such series. Such additional interest will accrue on all
outstanding Securities of such series from and including the date on which an
Event of Default relating to a failure to comply with the reporting obligations
in the Indenture first occurs to, but not including, the date on which such
Event of Default is cured or waived. The foregoing provisions in this Section
5.01(g) will not affect the rights of Securityholders in the event of the
occurrence of any other Event of Default. In the event the Issuer does not elect
to pay such additional interest specified upon an Event of Default in accordance
with this Section 5.01(g), the Securities will be subject to acceleration as
provided below.

      
         

        

        
          
            
            

          

          
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      If an
Event of Default described in clauses (a), (b), (c) or (f) occurs and is
continuing, then, and in each and every such case, unless the principal of all
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 hereunder (each such
series voting as a separate class) by notice in writing to the Issuer (and to
the Trustee if given by Securityholders), may declare the entire principal (or,
if the Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series)
of all Securities of such series and the interest accrued thereon, if any, to be
due and payable immediately, and upon any such declaration the same shall become
immediately due and payable. If an Event of Default described in clause (d) or
(e) occurs and is continuing, then and in each and every such case, unless the
principal of all the Securities shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of all the Securities then Outstanding hereunder (treated as one class),
by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then Outstanding and
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and
payable.

      


      The
foregoing provisions, however, are subject to the condition that if, at any time
after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series (or of all the Securities, as the case may be) and the
principal of any and all Securities of such series (or of all the Securities, as
the case may be) which shall have become due otherwise than by acceleration
(with interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series, (or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit) and such
amount as shall be sufficient to cover reasonable compensation to the Trustee,
its agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of negligence
or bad faith, and if any and all Events of Default under the Indenture, other
than the non-payment of the principal of Securities which shall have become due
by acceleration, shall have been cured, waived or otherwise remedied
as

       

       

      
        
          
          

        

        
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      provided
herein--then and in every such case the Holders of a majority in aggregate
principal amount of all the Securities of such series, each series voting as a
separate class, (or of all the Securities, as the case may be, voting as a
single class) then Outstanding, by written notice to the Issuer and to the
Trustee, may waive all defaults with respect to such series (or with respect to
all the Securities, as the case may be) and rescind and annul such declaration
and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

      


      For all
purposes under this Indenture, if a portion of the principal of any Original
Issue Discount Securities shall have been accelerated and declared due and
payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

      


      Section
5.02.  Collection of
Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in
case default shall be made in the payment of any installment of interest on any
of the Securities of any series when such interest shall have become due and
payable, and such default shall have continued for a period of 30 days or (b) in
case default shall be made in the payment of all or any part of the principal of
any of the Securities of any series when the same shall have become due and
payable, and such default shall have continued for a period of five days,
whether upon maturity of the Securities of such series or upon any redemption or
by declaration or otherwise--then, upon demand of the Trustee, the Issuer will
pay to the Trustee for the benefit of the Holders of the Securities of such
series the whole amount that then shall have become due and payable on all
Securities of such series for principal or interest, as the case may be (with
interest to the date of such payment upon the overdue principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series); and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor trustee, their
respective agents, attorneys and counsel, and any expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor trustee
except as a result of its negligence or bad faith.

      


      In case
the Issuer shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall
be

      
         

        

        
          
            
            

          

          
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      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
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Issuer or other obligor upon such Securities and
collect in the manner provided by law out of the property of the Issuer or other
obligor upon such Securities, wherever situated, the moneys adjudged or decreed
to be payable.

      


      In case
there shall be pending proceedings relative to the Issuer or any other obligor
upon the Securities under Title 11 of the United States Code or any other
applicable Federal or state bankruptcy, insolvency or other similar law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or its
property, or in case of any other comparable judicial proceedings relative to
the Issuer or other obligor upon the Securities of any series, or to the
creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of any Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

      


      (i)  to
file and prove a claim or claims for the whole amount of principal and interest
(or, if the Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) owing and unpaid in respect of the Securities of any series, and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for reasonable compensation to
the Trustee and each predecessor trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor trustee, except as a
result of negligence or bad faith) and of the Securityholders allowed in any
judicial proceedings relative to the Issuer or other obligor upon the Securities
of any series, or to the creditors or property of the Issuer or such other
obligor,

      


      (ii)  unless
prohibited by applicable law and regulations, to vote on behalf of the Holders
of the Securities of any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings, and

      


      (iii)  to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      

      with
respect to the claims of the Securityholders and of the Trustee on their behalf;
and any trustee, receiver, or liquidator, custodian or other similar official is
hereby authorized by each of the Securityholders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor trustee except as a result of negligence or bad faith and
all other amounts due to the Trustee or any predecessor trustee pursuant to
Section 6.06.

      


      Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of any 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 except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar person.

      


      All rights
of action and of asserting claims under this Indenture, or under any of the
Securities of any series, may be enforced by the Trustee without the possession
of any of the Securities of such series or the production thereof on any trial
or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
trustee and their respective agents and attorneys, shall be for the ratable
benefit of the Holders of the Securities in respect of which such action was
taken.

      


      In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the Holders of the
Securities in respect to which such action was taken, and it shall not be
necessary to make any Holders of such Securities parties to any such
proceedings.

      


      Section
5.03. Application of
Proceeds. Any moneys collected by the Trustee pursuant to this Article in
respect of any series 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 interest, upon presentation of the several Securities in
respect of which monies have been collected and stamping (or otherwise noting)
thereon the payment, or issuing Securities of such series in reduced principal
amounts in exchange for the presented Securities of like series if only
partially paid, or upon surrender thereof if fully paid:

       

       

      
        
          
          

        

        
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      FIRST: To
the payment of all amounts due to the Trustee or any predecessor trustee
pursuant to Section 6.06;

      


      SECOND: In
case the principal of the Securities of such series in respect of which moneys
have been collected shall not have become and be then due and payable, to the
payment of interest on the Securities of such series in default in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in such
Securities, such payments to be made ratably to the Persons entitled thereto,
without discrimination or preference;

      


      THIRD: In
case the principal of the Securities of such series in respect of which moneys
have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of
such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal and interest or
Yield to Maturity, without preference or priority of principal over interest or
Yield to Maturity, or of interest or Yield to Maturity over principal, or of any
installment of interest over any other installment of interest, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such principal and accrued and unpaid interest or Yield to
Maturity; and

      


      FOURTH: To
the payment of the remainder, if any, to the Issuer or any other Person lawfully
entitled thereto.

      


      Section
5.04. Suits for
Enforcement. In case an Event of Default has occurred, has not been
waived and is continuing, 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 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 this 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.

       

       

      
        
          
          

        

        
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      Section
5.05. Restoration of Rights on
Abandonment of Proceedings. In case the Trustee shall have proceeded to
enforce any right under this Indenture and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee, then and in every such case the Issuer and the Trustee
shall be restored respectively to their former positions and rights hereunder,
and all rights, remedies and powers of the Issuer, the Trustee and the
Securityholders shall continue as though no such proceedings had been
taken.

      


      Section
5.06. Limitations on Suits by
Securityholders. No Holder of any Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a trustee,
receiver, liquidator, custodian or other similar official or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action or proceedings in
its own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee pursuant to Section 5.09;
it being understood and intended, and being expressly covenanted by the Holder
of every Security with every other Holder and the Trustee, that no one or more
Holders of Securities of any series shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other such Holder of 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 the
applicable 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
5.07. Unconditional Right of
Securityholders to Institute Certain Suits. Notwithstanding any
other provision in this Indenture and any provision of any Security, the right
of any Holder of any Security to receive payment of the principal of and
interest on such Security on or after the respective due dates expressed in such
Security, or to institute suit for the enforcement of any such payment on or
after such respective dates, or for the enforcement of such conversion right,
shall not be impaired or affected without the consent of such
Holder.

       

       

      
        
          
          

        

        
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      Section
5.08. Powers and Remedies
Cumulative; Delay or Omission Not Waiver of Default. Except as
provided in Section 5.06, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      


      No delay
or omission of the Trustee or of any Holder of 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 Event of Default or an acquiescence therein; and, subject to
Section 5.06, every power and remedy given by this Indenture or by law to the
Trustee or to the Holders of Securities may be exercised from time to time, and
as often as shall be deemed expedient, by the Trustee or by the Holders of
Securities.

      


      Section
5.09. Control by Holders of
Securities. The Holders of a majority in aggregate principal amount of
the Securities of each series affected (with each series voting as a separate
class) at the time Outstanding shall have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; provided, that such direction
shall not be otherwise than in accordance with law and the provisions of this
Indenture and provided, further, that (subject to the provisions of Section
6.01) the Trustee shall have the right to decline to follow any such direction
if the Trustee, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken or if the Trustee in good faith
by its board of directors, the executive committee, or a trust committee of
directors or Responsible Officers of the Trustee shall determine that the action
or proceedings so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine that the actions or forbearances
specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of all series so affected not joining in
the giving of said direction, it being understood that (subject to Section 6.01)
the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.

      


      Nothing in
this Indenture shall impair the right of the Trustee in its discretion to take
any action deemed proper by the Trustee and which is not inconsistent with such
direction or directions by Securityholders.

      
         

        

        
          
            
            

          

          
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      Section
5.10. Waiver of Past
Defaults. Prior to the declaration of the acceleration of the maturity of
the Securities of any series as provided in Section 5.01, the Holders of a
majority in aggregate principal amount of the Securities of such series at the
time Outstanding may on behalf of the Holders of all the Securities of such
series waive any past default or Event of Default described in clause Section
5.01(c) or Section 5.01(f) of Section 5.01 (or, in the case of an event
specified in clause Section 5.01(c) or Section 5.01(f) of Section 5.01 which
relates to less than all series of Securities then Outstanding, the Holders of a
majority in aggregate principal amount of the Securities then Outstanding
affected thereby (each series voting as a separate class) may waive any such
default or Event of Default, or, in the case of an event specified in clause
Section 5.01(c) or Section 5.01(f) (if the Event of Default under clause Section
5.01(c) or Section 5.01(f) relates to all series of Securities then
Outstanding), Section 5.01(d) or Section 5.01(e) of Section 5.01 the Holders of
Securities of a majority in principal amount of all the Securities then
Outstanding (voting as one class) may waive any such default or Event of
Default), and its consequences except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Issuer,
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.

      


      Upon any
such waiver, such default shall cease to exist and be deemed to have been cured
and not to have occurred, and any Event of Default arising therefrom shall be
deemed to have been cured, and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

      


      Section
5.11. Trustee to Give Notice
of Default. The Trustee shall, within 90 days after the occurrence of a
default with respect to the Securities of any series, give notice of all
defaults with respect to that series known to the Trustee to all Holders of
Securities of such series in the manner and to the extent provided in Section
4.03, unless in each case such defaults shall have been cured before the mailing
or publication of such notice (the term “defaults” for the purpose of
this Section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, an Event of Default);
provided, that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, or in the payment of any
sinking fund installment on such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such series.

      
         

        

        
          
            
            

          

          
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      Section
5.12. Right of Court to
Require Filing of Undertaking to Pay Costs. All parties to this
Indenture agree, and each Holder of any Security by his or her acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause Section 5.01(c) or Section 5.01(f)
of Section 5.01 (if the suit relates to Securities of more than one but less
than all series), 10% in aggregate principal amount of Securities then
Outstanding and affected thereby, or in the case of any suit relating to or
arising under Section 5.01(c) or Section 5.01(f) (if the suit under Section
5.01(c) or Section 5.01(f) relates to all the Securities then Outstanding),
Section 5.01(d) or Section 5.01(e) of Section 5.01, 10% in aggregate principal
amount of all Securities then Outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security or
any date fixed for redemption or for the enforcement of a right to convert any
Security in accordance with the terms thereof.

      


      


      ARTICLE
6

      CONCERNING THE TRUSTEE

      


      Section
6.01. Duties and
Responsibilities of the Trustee; During Default; Prior to Default. With
respect to the Holders of any series of Securities issued hereunder, the Trustee,
prior to the occurrence of an Event of Default with respect to the Securities of
a particular series and after the curing or waiving of all Events of Default
which may have occurred with respect to such series, undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture. In
case an Event of Default with respect to the Securities of a series has occurred
(which has not been cured or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

       

       

      
        
          
          

        

        
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      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.

      


      Section
6.02. Certain Rights of the
Trustee. In furtherance of and subject to the Trust Indenture Act of 1939
and subject to Section 6.01:

      


      (a)  in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any statements, certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but, in the case of any such statements, certificates or opinions which 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;

      


      (b)  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;

      


      (c)  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 the Holders
pursuant to Section 5.09 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;

      


      (d)  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 shall be reasonable ground for believing that the repayment of
such funds or adequate indemnity against such liability is not reasonably
assured to it;

      


      (e)  the
Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, Officer’s Certificate or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture,
note, 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;

      


      (f)  any
request, direction, order or demand of the Issuer mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Trustee by a copy thereof certified
by the secretary or an assistant secretary of the Issuer;

      
         

        

        
          
            
            

          

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

      


      (h)  the
Trustee shall be under no obligation to exercise any of the trusts 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 against the costs, expenses and liabilities which might be incurred
therein or thereby;

      


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

      


      (j)  prior
to the occurrence of an Event of Default hereunder and after the curing or
waiving of all Events of Default, 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, appraisal, bond, debenture, note, security, or other paper or document
unless requested in writing so to do by the Holders of not less than a majority
in aggregate principal amount of the Securities of all series affected then
Outstanding; provided,
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 reasonable indemnity against such expenses or liabilities as
a condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Issuer or, if paid by the Trustee or any predecessor
trustee, shall be repaid by the Issuer upon demand; and

      


      (k)  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 not regularly in
its employ and the Trustee shall not be responsible for any misconduct or
negligence on the part of any such agent or attorney appointed with due care by
it hereunder.

      


      Section
6.03. Trustee Not Responsible
for Recitals, Disposition of Securities or Application of
Proceeds Thereof. The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee shall not
be

      
         

        

        
          
            
            

          

          
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      accountable
for the use or application by the Issuer of any of the Securities or of the
proceeds thereof.

      


      Section
6.04.  Trustee and
Agents May Hold Securities; Collections, Etc. The
Trustee or any agent of the Issuer or the Trustee, 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 the Trustee or such agent and may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.

      


      Section
6.05. Moneys Held by
Trustee. Subject to the provisions of Section 10.04 hereof, 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 mandatory
provisions of law. Neither the Trustee nor any agent of the Issuer or the
Trustee shall be under any liability for interest on any moneys received by it
hereunder.

      


      Section
6.06. Compensation and
Indemnification of Trustee and Its Prior Claim. The Issuer covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall
be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and the Issuer covenants and agrees to pay or reimburse the Trustee and each
predecessor trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it 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 agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Issuer also covenants to
indemnify the Trustee and each predecessor trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including the costs and expenses of defending itself against or
investigating any claim of liability in the premises. The obligations of the
Issuer under this Section to compensate and indemnify the Trustee and each
predecessor trustee and to pay or reimburse the Trustee and each predecessor
trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim 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, and the Securities are hereby subordinated to such senior
claim.

      
         

        

        
          
            
            

          

          
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      Section
6.07.  Right of
Trustee to Rely on Officer’s Certificate, Etc. Subject to
Sections 6.01 and 6.02, whenever in the administration of the trusts 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 any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer’s 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 by it under the
provisions of this Indenture upon the faith thereof.

      


      Section
6.08. Indentures Creating
Potential Conflicting Interests for the Trustee. No indentures are
hereby specifically described for the purposes of Section 310(b)(1) of
the Trust Indenture Act of 1939.

      


      Section
6.09. Persons Eligible for
Appointment as Trustee. The Trustee for each series of Securities
hereunder shall at all times be a corporation having a combined capital and
surplus of at least $50,000,000 and shall be eligible in accordance with the
provisions of Section 310(a) of the Trust Indenture Act of 1939. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of a Federal, State or District of Columbia supervising or
examining authority, then, for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.

      


      Section
6.10. Resignation and Removal;
Appointment of Successor Trustee. (a) The Trustee, or
any trustee or trustees hereafter appointed, may at any time resign with
respect to one or more or all series of Securities by giving written notice of
resignation to the Issuer and by mailing notice of such resignation to the
Holders of then Outstanding Securities of each series affected at their
addresses as they shall appear on the Security register. Upon receiving such
notice of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series 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, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself or herself and all others
similarly situated, petition any such court for the

      
         

        

        
          
            
            

          

          
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      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 of the following shall
  occur:

              


      

      


      (i)  the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust
Indenture Act of 1939 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months;
or

      


      (ii)  the
Trustee shall cease to be eligible in accordance with the provisions of Section
310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written
request therefor by the Issuer or by any Securityholder; or

      


         
(iii)  the Trustee shall become incapable of acting with respect to
any series of Securities, or shall be adjudged a bankrupt or insolvent, or a
receiver or liquidator of the Trustee or of its property shall be appointed, or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation;

      


      then, in
any such case, the Issuer may remove the Trustee with respect to the applicable
series of Securities and appoint a successor trustee for such series by written
instrument, in duplicate, executed by order of the Board of Directors of the
Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to Section 315(e) of
the Trust Indenture Act of 1939, any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months may on
behalf of himself or herself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. 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 each
series at the time Outstanding may at any time remove the Trustee with respect
to Securities of such series and appoint a successor trustee with respect to the
Securities of such series by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Issuer the evidence provided for in
Section 7.01 of the action in that regard taken by the
Securityholders.

      
         

        

        
          
            
            

          

          
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      (d) Any
resignation or removal of the Trustee with respect to any series and any
appointment of a successor trustee with respect to such series pursuant to any
of the provisions of this Section 6.10 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 6.11.

      


      Section
6.11. Acceptance of
Appointment by Successor Trustee. Any successor trustee appointed as
provided in Section 6.10 shall execute and deliver to the Issuer and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee with respect to
all or any applicable series shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee for
such series hereunder; but, nevertheless, on the written request of the Issuer
or of the successor trustee, upon payment of its charges then unpaid, the
trustee ceasing to act shall, subject to Section 10.04, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute
and deliver an instrument transferring to such successor trustee all such
rights, powers, duties and obligations. Upon request of any such successor
trustee, the Issuer shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section
6.06.

      


      If a
successor trustee is appointed with respect to the Securities of one or more
(but not all) series, the Issuer, the predecessor trustee and each successor
trustee with respect to the Securities of any applicable series shall execute
and deliver an indenture supplemental hereto which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor trustee with respect to the
Securities of any series as to which the predecessor trustee is not retiring
shall continue to be vested in the predecessor trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.

      


      No
successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 310(b) of the Trust Indenture Act of 1939 and eligible under the
provisions of Section 310(a) of the Trust Indenture Act of 1939.

       

       

      
        
          
          

        

        
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      Upon
acceptance of appointment by any successor trustee as provided in this Section
6.11, the Issuer shall mail notice thereof to the Holders of Securities of each
series affected, by mailing such notice to such Holders at their addresses as
they shall appear on the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to mail such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Issuer.

      


      Section
6.12. Merger, Conversion,
Consolidation or Succession to Business of Trustee. Any
corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to 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 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 310(a)
of the Trust Indenture Act of 1939, 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,
at the time such successor to the Trustee shall succeed to the trusts created by
this Indenture, any of the Securities of any series shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities of
any series shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor trustee; and in all such cases such certificate
shall have the full force which it is anywhere in the Securities of such series
or in this Indenture provided that the certificate of the Trustee shall have;
provided, that the
right to adopt the certificate of authentication of any predecessor trustee or
to authenticate Securities of any series in the name of any predecessor trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

      


      


      ARTICLE
7

      CONCERNING THE SECURITYHOLDERS

      


      Section
7.01. Evidence of Action Taken
by Securityholders. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by a specified percentage in principal amount of the Securityholders of
any or all series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such specified percentage of
Securityholders in person or by agent duly appointed

       

       

      
        
          
          

        

        
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      in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
Sections 6.01 and 6.02) conclusive in favor of the Trustee and the Issuer, if
made in the manner provided in this Article.

      


      Section
7.02. Proof of Execution of
Instruments and of Holding of Securities. Subject to
Sections 6.01 and 6.02, the execution of any instrument by a Holder or his agent
or proxy may be proved in accordance with such reasonable rules and regulations
as may be prescribed by the Trustee or in such manner as shall be satisfactory
to the Trustee. The holding of Securities shall be proved by the Register or by
a certificate of the registrar thereof. The Issuer may set a record date for
purposes of determining the identity of Holders of any series entitled to vote
or consent to any action referred to in Section 7.01, which record date may be
set at any time or from time to time by notice to the Trustee, for any date or
dates (in the case of any adjournment or reconsideration) not more than 60 days
nor less than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, only Holders of such
series of record on such record date shall be entitled to so vote or give such
consent or revoke such vote or consent. Notice of such record date may be given
before or after any request for any action referred to in Section 7.01 is made
by the Issuer.

      


      Section
7.03. Holders to Be Treated as
Owners. The Issuer, the Trustee and any agent of the Issuer or the
Trustee may deem and treat the Person in whose name any Security shall be
registered upon the Security register for such series as the absolute owner of
such Security (whether or not such Security shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of, and, subject to the provisions of
this Indenture, interest on, such Security and for all other purposes; and
neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee
shall be affected by any notice to the contrary. All such payments so made to
any such Person, or upon his or her order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable.

      


      Section
7.04. Securities Owned by
Issuer Deemed Not Outstanding. In determining whether the Holders of the
requisite aggregate principal amount of Outstanding Securities of any or all
series have concurred in any direction, consent or waiver under this Indenture,
Securities which are owned by the Issuer or any other obligor on the Securities
with respect to which such determination is being made or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities with respect to
which such determination is being made shall be

      
         

        

        
          
            
            

          

          
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      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
which the Trustee knows are so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not the Issuer
or any other obligor upon the Securities or any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities. In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer shall furnish to the Trustee promptly an Officer’s Certificate
listing and identifying all Securities, if any, known by the Issuer to be owned
or held by or for the account of any of the above-described Persons; and,
subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such
Officer’s Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

      


      Section
7.05. Right of Revocation of
Action Taken. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action, any Holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the Holders
of which have consented to such action may, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in this Article,
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 Securities issued in exchange or substitution therefor or on registration of
transfer thereof, irrespective of whether or not any notation in regard thereto
is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.

      


      


      ARTICLE
8

      SUPPLEMENTAL INDENTURES

      


      Section
8.01. Supplemental Indentures
Without Consent of Securityholders. The Issuer,
when authorized by a resolution of its Board of

      
         

        

        
          
            
            

          

          
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      Directors,
and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto in form satisfactory to the Trustee for one or
more of the following purposes:

      


      (a)  to
convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more series any property or assets;

      


      (b)  to
evidence the succession of another corporation to the Issuer, or successive
successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Issuer pursuant to Article 9;

      


      (c)  to
add to the covenants of the Issuer such further covenants, restrictions,
conditions or provisions as its Board of Directors and the Trustee shall
consider to be for the protection of the Holders of Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, that in respect of
any such additional covenant, restriction, condition or provision such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event
of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

      


      (d)  to
cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any
other provision contained herein or in any supplemental indenture, or to conform
this Indenture or any supplemental indenture to the description of the
Securities set forth in any prospectus or prospectus supplement related to such
series of Securities;

       

      (e)  to
provide for or add guarantors for the Securities of one or
more  series;

      


      (f)  to
establish the form or terms of Securities of any series as permitted by Sections
2.01 and 2.03;

      


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

      


      
        
          
            
            

          

          
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      (h)  to
make any other change that is necessary or desirable; provided, that no such action
shall adversely affect the interests of the Holders of the Securities in any
material respect;

      


      (i)  to
make any change to the Securities of any series so long as no Securities of such
series are Outstanding; and

      


      (j)  to
make any other change to the Securities of any series that does not adversely
affect the rights of any Holder.

      


      The
Trustee is hereby authorized to join with the Issuer in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.

      


      Any
supplemental indenture authorized by the provisions of this Section may be
executed without the consent of the Holders of any of the Securities at the time
Outstanding, notwithstanding any of the provisions of Section 8.02.

      


      Section
8.02.  Supplemental
Indentures With Consent of Securityholders.With the
consent (evidenced as provided in Article 7) of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
of all series affected by such supplemental indenture (voting as one class), the
Issuer, when authorized by a resolution of its Board of Directors, and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities of each such series; provided, that no such
supplemental indenture shall, without the consent of the Holder of each Security
so affected, (a) extend the final maturity of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or make
the principal thereof (including any amount in respect of original issue
discount) or interest thereon payable in any currency other than that provided
in the Securities or in accordance with the terms thereof, or reduce the amount
of the principal of an Original Issue Discount Security that would be due and
payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or
the amount thereof provable in bankruptcy pursuant to Section 5.02, or alter the
provisions of Section 11.11 or 11.12, or impair or affect the right of any
Securityholder to institute suit for the payment or conversion thereof or, in
the case of convertible or exchangeable Securities, materially and adversely
affect the right to convert or exchange the Securities in

       

      
        
          
          

        

        
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      accordance
with their terms or, if the Securities provide therefor, any right of repayment
at the option of the Securityholder, or modify any of the provisions of this
paragraph except to increase any required percentage or to provide that certain
other provisions cannot be modified or waived without the consent of the Holder
of each Security so affected; provided, that no consent of
any Holder of any Security shall be necessary under this Section 8.02 to permit
the Trustee and the Issuer to execute supplemental indentures pursuant to
Section 8.01(e) of this Indenture, or (b) reduce the aforesaid percentage of
Securities of any series, the consent of the Holders of which is required for
any such supplemental indenture.

      


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

      


      Upon the
request of the Issuer, accompanied by a copy of a resolution of the Board of
Directors certified by the secretary or an assistant secretary of the Issuer
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section 7.01, the Trustee
shall join with the Issuer 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.

      


      It shall
not be necessary for the consent of the Securityholders 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.

      


      Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall give a notice
thereof to the Holders of then Outstanding Securities of each series affected
thereby, by mailing a notice thereof by first-class mail to such Holders at
their addresses as they shall appear on the Security register, and in each case
such notice shall set forth in general terms the substance of such supplemental
indenture. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

      


      Section
8.03. Effect of Supplemental
Indenture. Upon the execution of any supplemental indenture pursuant to
the provisions hereof, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under

      
         

        

        
          
            
            

          

          
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      this
Indenture of the Trustee, the Issuer and the Holders of Securities of each
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
8.04. Documents to Be Given to
Trustee. The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive an Officer’s Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article 8 complies with the applicable provisions of this
Indenture.

      


      Section
8.05. Notation on Securities
in Respect of Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

      


      


      ARTICLE
9

      CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      


      Section
9.01. Issuer May Consolidate,
Etc., on Certain Terms. The Issuer shall not consolidate with or merge
into any other Person (in a transaction in which the Issuer is not the surviving
corporation) or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless (a) the Person formed by such
consolidation or into which the Issuer is merged or the Person which acquires by
conveyance or transfer, or which leases, the properties and assets of the Issuer
substantially as an entirety shall be (i) a corporation, limited liability
company, partnership or trust, (ii) shall be organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia and (iii) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of and any premium
and interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Issuer to be performed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee, by the Person (if other than the Issuer) formed by
such

       

       

      
        
          
          

        

        
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consolidation
or into which the Issuer shall have been merged or by the Person which shall
have acquired the Issuer’s assets; (b) immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Issuer or any Subsidiary as a result of such transaction as having been incurred
by the Issuer or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and (c) the Issuer
has delivered to the Trustee an Officer’s 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.

      


      The
conditions of (a)(ii) above shall not apply in the case of a corporation or
entity not organized under the laws of the United States of America, any State
thereof or the District of Columbia which shall agree, in form satisfactory to
the Trustee, (i) to subject itself to the jurisdiction of the United States
district court for the Southern District of New York and (ii) to indemnify and
hold harmless the holders of all Securities against (A) any tax, assessment or
governmental charge imposed on such holders by a jurisdiction other than the
United States or any political subdivision or taxing authority thereof or
therein with respect to, and withheld on the making of, any payment of principal
or interest on such Securities and which would not have been so imposed and
withheld had such consolidation, merger, sale or conveyance not been made and
(B) any tax, assessment or governmental charge imposed on or relating to, and
any costs or expenses involved in, such consolidation, merger, sale or
conveyance.

      


      The
restrictions in this Section 9.01 shall not apply to (i) the merger or
consolidation of the Issuer with one of its affiliates, if the Board of
Directors determines in good faith that the purpose of such transaction is
principally to change the Issuer’s State of incorporation or convert the
Issuer’s form of organization to another form, or (ii) the merger of the Issuer
with or into a single direct or indirect wholly owned Subsidiary pursuant to
Section 251(g) (or any successor provision) of the General Corporation Law of
the State of Delaware.

      


      Section
9.02. Successor Issuer
Substituted. Upon any consolidation of the Issuer with, or merger of the
Issuer into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Issuer substantially as an entirety in accordance
with Section 9.01, the successor Person formed by such consolidation or into
which the Issuer 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 Issuer under this Indenture with the same effect as if such
successor Person had been named as the Issuer herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

      
         

        

        
          
            
            

          

          
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      In case of
any such consolidation, merger, sale, lease or conveyance, such changes in
phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.

      


      


      ARTICLE
10

      SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

      


      Section
10.01. Satisfaction and
Discharge of Indenture. (a) If at any time (i) the Issuer shall have paid
or caused to be paid the principal of and interest on all the Securities of any
series Outstanding hereunder (other than Securities of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 2.09) as and when the same shall have become due and payable, or (ii)
the Issuer shall have delivered to the Trustee for cancellation all Securities
of any series theretofore authenticated (other than any Securities of such
series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.09) or (iii) in the case of any series
of Securities the exact amount (including the currency of payment) of principal
of and interest due on which on the dates referred to in clause (B) below can be
determined at the time of making the deposit referred to in such clause, (A) all
the Securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (B) the Issuer shall have irrevocably deposited or caused to be
deposited with the Trustee as trust funds the entire amount in cash (other than
moneys repaid by the Trustee or any paying agent to the Issuer in accordance
with Section 10.04) or, in the case of any series of Securities the payments on
which may only be made in Dollars, direct obligations of the United States of
America, backed by its full faith and credit (“U.S. Government Obligations”),
maturing as to principal and interest in such amounts and at such times as will
insure the availability of cash sufficient to pay on any subsequent interest
payment date all interest due on such interest payment date on the Securities of
such series and to pay at maturity or upon redemption all Securities of such
series (in each case other than any Securities of such series which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due to such date
of maturity, as the case may be, and if, in any such case, the Issuer shall also
pay or cause to be paid all other sums payable hereunder by the Issuer,
including amounts due the Trustee pursuant to Section 6.06, with respect to
Securities of such series, then this Indenture shall cease to be of further
effect with respect to Securities of such series (except as to (1) rights of
registration of transfer, conversion and exchange of Securities of such series
and the Issuer’s right of optional redemption, (2) substitution of

       

      
        
          
            
            

          

          
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      mutilated,
defaced, destroyed, lost or stolen Securities, (3) rights of Holders of
Securities to receive payments of principal thereof and interest thereon upon
the original stated due dates therefor (but not upon acceleration) and remaining
rights of the Holders to receive mandatory sinking fund payments, if any, (4)
the rights (including the Trustee’s rights under Section 10.05) and immunities
of the Trustee hereunder and the Trustee’s obligations under Sections 10.02 and
10.04, (5) the rights of the Holders of Securities of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them and (6) the obligations of the Issuer under
Section 3.02), and the Trustee, on demand of the Issuer accompanied by an
Officer’s Certificate and an Opinion of Counsel which complies with Section
11.05 and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction of and discharging this Indenture
with respect to such series; provided, that the rights of
Holders of the Securities to receive amounts in respect of principal of and
interest on the Securities held by them shall not be delayed longer than
required by then- applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Issuer agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

      


      (b) The
following provisions shall apply to the Securities of each series unless
specifically otherwise provided in a Board Resolution, Officer’s Certificate or
indenture supplemental hereto provided pursuant to Section 2.03. In addition to
discharge of the Indenture pursuant to the next preceding paragraph, in the case
of any series of Securities the exact amounts (including the currency of
payment) of principal of and interest subsequently due on which can be
determined at the time of making the deposit referred to in clause (vi)(A)(1)
below, the Issuer shall be deemed to have paid and discharged the entire Debt on
all the Securities of such a series on the 121st day after the date of the
deposit referred to in subparagraph (vi)(A)(1) below, and the provisions of this
Indenture with respect to the Securities of such series shall no longer be in
effect (except as to (i) rights of registration of transfer, conversion and
exchange of Securities of such series, (ii) substitution of apparently
mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of
Holders of Securities to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon acceleration)
and remaining rights of the Holders to receive sinking fund payments, if any,
(iv) the rights (including the Trustee’s rights under Section 10.05) and
immunities of the Trustee hereunder and the Trustee’s obligations with respect
to the Securities of such series under Sections 10.02 and 10.04, (v) the rights
of the Holders of Securities of such series as beneficiaries hereof with respect
to the property so deposited with the Trustee payable to all or any of them and
(vi) the obligations of the Issuer under Section 3.02) and the Trustee, at
the

      
         

        

        
          
            
            

          

          
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      expense of
the Issuer, shall at the Issuer’s request, execute proper instruments
acknowledging the same, if

      


      (A)  with
reference to this provision the Issuer has irrevocably deposited or caused to be
irrevocably deposited with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
the Securities of such series (1) cash in an amount, or (2) in the case of any
series of Securities the payments on which may only be made in Dollars, U.S.
Government Obligations, maturing as to principal and interest at such times and
in such amounts as will insure the availability of cash or (3) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (x) the principal and interest on all
Securities of such series on the date that such principal or interest is due and
payable and (y) any mandatory sinking fund payments on the day on which such
payments are due and payable in accordance with the terms of the Indenture and
the Securities of such series;

      


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

      


      (C)  the
Issuer has delivered to the Trustee an Officer’s Certificate and an opinion of
independent legal counsel satisfactory to the Trustee to the effect that the
Issuer has received from, or there has been published by, the Internal Revenue
Service a ruling to the effect that Holders of the Securities of such series
will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to Federal
income tax on the same amount and in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred; and

      


      (D)  the
Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the
defeasance contemplated by this provision have been complied with, and the
Opinion of Counsel shall also state that such deposit does not violate
applicable law.

      


      
        
          
            
            

          

          
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      Section
10.02. Application by Trustee
of Funds Deposited for Payment of Securities. Subject to
Section 10.04, all moneys deposited with the Trustee (or other trustee) pursuant
to Section 10.01 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Issuer acting as its own
paying agent), to the Holders of the particular Securities of such series for
the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest;
but such money need not be segregated from other funds except to the extent
required by law.

      


      Section
10.03. Repayment of Moneys
Held by Paying Agent. In connection with the satisfaction and discharge
of this Indenture with respect to Securities of any series, all moneys then held
by any paying agent under the provisions of this Indenture with respect to such
series of Securities shall, upon demand of the Issuer, be repaid to it or paid
to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys.

      


      Section
10.04. Return of Moneys Held
by Trustee and Paying Agent Unclaimed for Two Years. Any
moneys deposited with or paid to the Trustee or any paying agent for
the payment of the principal of or interest on any Security of any series and
not applied but remaining unclaimed for two years after the date upon which such
principal or interest shall have become due and payable, shall, upon the written
request of the Issuer and unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, be repaid to the
Issuer by the Trustee for such series or such paying agent, and the Holder of
the Securities of such series shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property laws,
thereafter look only to the Issuer for any payment which such Holder may be
entitled to collect, and all liability of the Trustee or any paying agent with
respect to such moneys shall thereupon cease; provided, however, that the Trustee or
such paying agent, before being required to make any such repayment with respect
to moneys deposited with it for any payment in respect of Securities of any
series, shall at the expense of the Issuer mail by first-class mail to Holders
of such Securities at their addresses as they shall appear on the Security
register notice that such moneys remain and that, after a date specified
therein, which shall not be less than 30 days from the date of such mailing or
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer.

      


      Section
10.05. Indemnity for U.S.
Government Obligations. The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 10.01 or the principal or
interest received in respect of such obligations.

       

      
        
          
            
            

          

          
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      ARTICLE
11

      MISCELLANEOUS PROVISIONS

      


      Section
11.01. Incorporators,
Stockholders, Officers and Directors of Issuer Exempt from Individual
Liability. No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, officer or director, as
such, of the Issuer or of any successor, either directly or through the Issuer
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.

      


      Section
11.02. Provisions of Indenture
for the Sole Benefit of Parties and Holders of Securities.
Nothing in this Indenture or in the Securities, expressed or implied, shall give or
be construed to give to any person, firm or corporation, other than the parties
hereto and their successors and the Holders of the Securities any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors and of the Holders of the
Securities.

      


      Section
11.03. Successors and Assigns
of Issuer Bound by Indenture. All the covenants, stipulations, promises
and agreements contained in this Indenture by or on behalf of the Issuer shall
bind its successors and assigns, whether so expressed or not.

      


      Section
11.04. Notices and Demands on
Issuer, Trustee and Holders of Securities. Any notice or
demand which 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 Issuer may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to
E*TRADE Financial Corporation, 135 East 57th Street,
New York, New York 10022, Attn: General Counsel. Any notice, direction, request
or demand by the Issuer or any Holder of Securities to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or
made at _______, ________, Attn: _______.

      


      Where this
Indenture provides for notice to Holders of Securities, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder entitled thereto, at his
or her last address as it appears in the Security register. In any case
where

       

       

      
        
          
          

        

        
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      notice to
such Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.

      


      In case,
by reason of the suspension of or irregularities in regular mail service, it
shall be impracticable to mail notice to the Issuer when such notice is required
to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.

      


      In case,
by reason of the suspension of or irregularities in regular mail service, it
shall be impracticable to mail notice of any event to Holders of Securities when
said notice is required to be given pursuant to any provision of this Indenture
or of the Securities, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice. Neither the failure to give notice, nor any defect in any notice so
given, to any particular Holder of a Security shall affect the sufficiency of
such notice with respect to other Holders of Securities given as provided
above.

      


      Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

      


      Section
11.05. Officer’s Certificates
and Opinions of Counsel; Statements to Be Contained Therein. Upon
any application or demand by the Issuer to the Trustee to take any
action under any of the provisions of this Indenture, the Issuer shall furnish
to the Trustee an Officer’s 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.

      


      Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he or she has made
such

       

       

      
        
          
          

        

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

      


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

      


      Any
certificate, statement or opinion of an officer of the Issuer or of counsel may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Issuer, unless such officer or counsel, as the case may be, knows
that the certificate or opinion or representations with respect to the
accounting matters upon which his or her certificate, statement or opinion may
be based as aforesaid are erroneous, or in the exercise of reasonable care
should know that the same are erroneous.

      


      Any
certificate or opinion of any independent firm of public accountants filed with
and directed to the Trustee shall contain a statement that such firm is
independent.

      


      Section
11.06. Payments Due on
Saturdays, Sundays and Holidays. If the date of maturity of interest on
or principal of the Securities of any series or the date fixed for redemption or
repayment of any such Security, or the last day on which a Holder has the right
to convert any Security, shall not be a Business Day, then payment of interest
or principal, or any conversion, need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the date of maturity or the date fixed for redemption or on such last day for
conversion, and no interest shall accrue for the period after such
date.

      


      Section
11.07. Conflict of Any
Provision of Indenture With Trust Indenture Act of 1939. If and
to the extent that any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture by

       

      
        
          
            
            

          

          
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      operation
of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such
incorporated provision shall control.

      


      Section
11.08. New York Law to
Govern. This Indenture and each Security shall be deemed to be a contract
under the laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of such State, except as may otherwise be required
by mandatory provisions of law.

      


      Section
11.09. 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
11.10. Effect of
Headings. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction
hereof.

      


      Section
11.11. Securities in a Foreign
Currency. Unless otherwise specified in an Officer’s Certificate
delivered pursuant to Section 2.03 of this Indenture with respect to a
particular series of Securities, whenever for purposes of this Indenture any
action may be taken by the Holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a
particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a currency other
than Dollars, then the principal amount of Securities of such series which shall
be deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange
Rate. For purposes of this Section 11.11, “Market Exchange Rate” shall
mean the noon Dollar buying rate for that currency for cable transfers quoted in
The City of New York as certified for customs purposes by the Federal Reserve
Bank of New York. If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York as of the most recent available date, or quotations from one or more major
banks in The City of New York or in the country of issue of the currency in
question, or such other quotations as the Trustee shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a series denominated in a currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

      


      All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Issuer and all
Holders.

      
         

        

        
          
            
            

          

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

      


      


      ARTICLE
12

      REDEMPTION OF SECURITIES AND SINKING FUNDS

      


      Section
12.01. Applicability of
Article. The provisions of this Article shall be applicable to the
Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified, as contemplated by Section 2.03 for Securities of such
series.

      


      Section
12.02. Notice of Redemption;
Partial Redemptions. Notice of redemption to the Holders of Securities of
any series to be redeemed as a whole or in part at the option of the Issuer
shall be given by mailing notice of such redemption by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to such Holders of Securities of such series at their last addresses
as they shall appear upon the Security register. Any notice which is given in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give notice or
any defect in the notice to the Holder of any Security of a

       

      
        
          
          

        

        
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      series
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security of such
series.

      


      The notice
of redemption to each such Holder shall specify the principal amount of each
Security of such series held by such Holder to be redeemed, the date fixed for
redemption, the redemption price, the place or places of payment, that payment
will be made upon presentation and surrender of such Securities, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, that interest accrued to the date fixed for redemption will be
paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue and shall
also specify, if applicable, the conversion price then in effect and the date on
which the right to convert such Securities or the portions thereof to be
redeemed will expire. In case any Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, 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.

      


      The notice
of redemption of Securities of any series to be redeemed at the option of the
Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee
in the name and at the expense of the Issuer.

      


      On or
before the redemption date specified in the notice of redemption given as
provided in this Section, the Issuer will deposit with the Trustee or with one
or more paying agents (or, if the Issuer is acting as its own paying agent, set
aside, segregate and hold in trust as provided in Section 3.04) an amount of
money sufficient to redeem on the redemption date all the Securities of such
series so called for redemption (other than those theretofore surrendered for
conversion into Common Stock) at the appropriate redemption price, together with
accrued interest to the date fixed for redemption. If any Security called for
redemption is converted pursuant hereto, any money deposited with the Trustee or
any paying agent or so segregated and held in trust for the redemption of such
Security shall be paid to the Issuer upon the Issuer’s request, or, if then held
by the Issuer, shall be discharged from such trust. The Issuer will deliver to
the Trustee at least 70 days prior to the date fixed for redemption (unless a
shorter time period shall be acceptable to the Trustee) an Officer’s Certificate
(which need not comply with Section 11.05) stating the aggregate principal
amount of Securities to be redeemed. In case of a redemption at the election of
the Issuer prior to the expiration of any restriction on such redemption, the
Issuer shall deliver to the Trustee, prior to the giving of any notice of
redemption to Holders pursuant to this Section, an Officer’s Certificate stating
that such restriction has been complied with.

      


      
        
          
            
            

          

          
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      If less
than all the Securities of a series are to be redeemed, the Trustee shall
select, in such manner as it shall deem appropriate and fair, Securities of such
series to be redeemed in whole or in part. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed. If any Security selected for
partial redemption is surrendered for conversion after such selection, the
converted portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. Upon any redemption of less than all the
Securities, the Issuer and the Trustee may treat as Outstanding Securities
surrendered for conversion during the period of 15 days next preceding the
mailing of a notice of redemption, and need not treat as Outstanding any
Security authenticated and delivered during such period in exchange for the
unconverted portion of any Security converted in part during such
period.

      


      Section
12.03. Payment of Securities
Called for Redemption. If notice of redemption has been given as above
provided, the Securities or portions of Securities 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 on and after said date (unless the Issuer shall
default in the payment of such Securities at the redemption price, together with
interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and, except as
provided in Sections 6.05 and 10.04, such Securities shall cease from and after
the date fixed for redemption to be convertible into Common Stock, if
applicable, and to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption. On presentation and surrender of such Securities at a
place of payment specified in said notice, said Securities or the specified
portions thereof shall be paid and redeemed by the Issuer at the applicable
redemption price, together with interest accrued thereon to the date fixed for
redemption; provided,
that payment of interest becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of such Securities registered as such
on the relevant record date subject to the terms and provisions of Sections 2.03
and 2.07 hereof.

      


      If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate of interest or Yield
to

      
         

        

        
          
            
            

          

          
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      Maturity
(in the case of an Original Issue Discount Security) borne by such Security and,
if applicable, such Security shall remain convertible into Common Stock until
the principal of such Security shall have been paid or duly provided
for.

      


      Upon
presentation of any Security redeemed in part only, the Issuer shall execute and
the Trustee shall authenticate and deliver to or on the order of the Holder
thereof, at the expense of the Issuer, a new Security or Securities of such
series, of authorized denominations, in principal amount equal to the unredeemed
portion of the Security so presented.

      


      Section
12.04. Exclusion of Certain
Securities from Eligibility for Selection for Redemption.
Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in an
Officer’s Certificate delivered to the Trustee at least 40 days prior to the
last date on which notice of redemption may be given as being owned of record
and beneficially by, and not pledged or hypothecated by either (a) the Issuer or
(b) an entity specifically identified in such written statement as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer.

      


      Section
12.05. Mandatory and Optional
Sinking Funds. The minimum amount of any sinking fund payment provided
for by the terms of the Securities of any series is herein referred to as a
“mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for
by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a
sinking fund payment is to be made is herein referred to as the
“sinking fund payment
date”.

      


      In lieu of
making all or any part of any mandatory sinking fund payment with respect to any
series of Securities in cash, the Issuer may at its option (a) deliver to the
Trustee Securities of such series theretofore purchased or otherwise acquired
(except upon redemption pursuant to the mandatory sinking fund) by the Issuer or
receive credit for Securities of such series (not previously so credited)
theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer
and delivered to the Trustee for cancellation pursuant to Section 2.10 and, if
applicable, receive credit for Securities (not previously so credited) converted
into Common Stock and so delivered to the Trustee for cancellation, (b) receive
credit for optional sinking fund payments (not previously so credited) made
pursuant to this Section, or (c) receive credit for Securities of such series
(not previously so credited) redeemed by the Issuer through any optional
redemption provision contained in the terms of such series. Securities so
delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.

       

      
        
          
          

        

        
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      On or
before the 60th day next preceding each sinking fund payment date for any
series, the Issuer will deliver to the Trustee an Officer’s Certificate (which
need not contain the statements required by Section 11.05) (a) specifying the
portion of the mandatory sinking fund payment to be satisfied by payment of cash
and the portion to be satisfied by credit of Securities of such series and the
basis for such credit, (b) stating that none of the Securities of such series
has theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such series have occurred (which
have not been waived or cured) and are continuing and (d) stating whether or not
the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officer’s Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such 60th day, to deliver such Officer’s
Certificate and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this
Section.

      


      If the
sinking fund payment or payments (mandatory or optional or both) to be made in
cash on the next succeeding sinking fund payment date plus any unused balance of
any preceding sinking fund payments made in cash shall exceed $50,000 (or the
equivalent thereof in any Foreign Currency or a lesser sum in Dollars or in any
Foreign Currency if the Issuer shall so request) with respect to the Securities
of any particular series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $50,000 (or the equivalent thereof in
any Foreign Currency) or less and the Issuer makes no such request then it shall
be carried over until a sum in excess of $50,000 (or the equivalent thereof in
any Foreign Currency) is available. The Trustee shall select, in the manner
provided in Section 12.02, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform
the

       

       

      
        
          
          

        

        
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      Issuer of
the serial numbers of the Securities of such series (or portions thereof) so
selected. Securities shall be excluded from eligibility for redemption under
this Section if they are identified by registration and certificate number in an
Officer’s Certificate delivered to the Trustee at least 60 days prior to the
sinking fund payment date as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such Officer’s Certificate as directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer. The
Trustee, in the name and at the expense of the Issuer (or the Issuer, if it
shall so request the Trustee in writing), shall cause notice of redemption of
the Securities of such series to be given in substantially the manner provided
in Section 12.02 (and with the effect provided in Section 12.03) for the
redemption of Securities of such series in part at the option of the Issuer. The
amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such series shall be added to the next cash sinking
fund payment for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section. Any and all sinking fund
moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such series, shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the principal of, and interest on, the Securities of such series at
maturity. The Issuer’s obligation to make a mandatory or optional sinking fund
payment shall automatically be reduced by an amount equal to the sinking fund
redemption price allocable to any Securities or portions thereof called for
redemption pursuant to the preceding paragraph on any sinking fund payment date
and converted into Common Stock; provided, that, if the Trustee is not
the conversion agent for the Securities, the Issuer or such conversion agent
shall give the Trustee written notice prior to the date fixed for redemption of
the principal amount of Securities or portions thereof so
converted.

      


      On or
before each sinking fund payment date, the Issuer shall pay to the Trustee in
cash or shall otherwise provide for the payment of all interest accrued to the
date fixed for redemption on Securities to be redeemed on the next following
sinking fund payment date.

      


      The
Trustee shall not redeem or cause to be redeemed any Securities of a series with
sinking fund moneys or give any notice of redemption of Securities for such
series by operation of the sinking fund during the continuance of a default in
payment of interest on such Securities or of any Event of Default except that,
where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such
Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default

       

      
        
          
          

        

        
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      or Event
of Default, be deemed to have been collected under Article 5 and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10, or the default cured on or before the 60th
day preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.

      


      


      


      


      


      


      
        
          
          

        

        
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      IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
_____________.

       

      
        


         

        
          	
                  E*TRADE
      FINANCIAL CORPORATION

                	 
	 	 
	 	 
	
                  By:

                	 
      	 
	 	Title:	 
	 
      	 
	
                  Attest:

                	 
	 
      	 
      	 
	
                  By:

                	 
      	 
	 	Title:	 


        

        
 

         

        
          	
                  ____________,
      Trustee

                	 
	 	 
	 	 
	
                  By:

                	 
      	 
	 	Title:	 
	
                   

                	 
	 
      	 


        

        
 

         

        60