Exhibit
4.14
 


SOLUNA
HOLDINGS, INC.


 





 




 






Indenture
 


Dated as
of           , 20
 


Senior
Debt Securities
 



     


     


     






Certain Sections of this
Indenture relating to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:
 




	
  Trust Indenture Act Section
  

  	 	
  Indenture Section
  

  
	
  § 310(a)(1)

  	 	
  609

  
	
  (a)(2)

  	 	
  609

  
	
  (a)(3)

  	 	
  Not Applicable

  
	
  (a)(4)

  	 	
  Not Applicable

  
	
  (a)(5)

  	 	
  609

  
	
  (b)

  	 	
  608

  
	
  § 311(a)

  	 	
  613

  
	
  (b)

  	 	
  613

  
	
  § 312(a)

  	 	
  701

  
	
  (b)

  	 	
  702

  
	
  (c)

  	 	
  702

  
	
  § 313(a)

  	 	
  703

  
	
  (b)

  	 	
  Article 14, Not
  Applicable

  
	
  (c)

  	 	
  703

  
	
  (d)

  	 	
  703

  
	
  § 314(a)

  	 	
  704

  
	
  (b)

  	 	
  Article 14, Not
  Applicable

  
	
  (c)

  	 	
  102

  
	
  (d)

  	 	
  Article 14, Not
  Applicable

  
	
  (e)

  	 	
  102

  
	
  § 315(a)

  	 	
  601, 603

  
	
  (b)

  	 	
  602

  
	
  (c)

  	 	
  601

  
	
  (d)

  	 	
  601, 603

  
	
  (e)

  	 	
  514

  
	
  § 316(a)(1)(A)

  	 	
  512

  
	
  (a)(1)(B)

  	 	
  513

  
	
  (a)(2)

  	 	
  Not Applicable

  
	
  (b)

  	 	
  508

  
	
  (c)

  	 	
  104

  
	
  § 317(a)(1)

  	 	
  503

  
	
  (a)(2)

  	 	
  504

  
	
  (b)

  	 	
  1003

  
	
  § 318

  	 	
  107

  

 







 



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





     


     


     




TABLE OF CONTENTS
 


Page
 


	
  ARTICLE One

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
  1

  
	
  Section 101 Definitions

  	
  1

  
	
  Section 102 Compliance Certificates and Opinions

  	
  6

  
	
  Section 103 Form of Documents Delivered to Trustee

  	
  7

  
	
  Section 104 Acts of Holders; Record Dates

  	
  7

  
	
  Section 105 Notices, Etc., to Trustee and Company

  	
  9

  
	
  Section 106 Notice to Holders; Waiver

  	
  9

  
	
  Section 107 Conflict with Trust Indenture Act

  	
  10

  
	
  Section 108 Effect of Headings and Table of Contents

  	
  10

  
	
  Section 109 Successors and Assigns

  	
  10

  
	
  Section 110 Separability Clause

  	
  10

  
	
  Section 111 Benefits of Indenture

  	
  10

  
	
  Section 112 Governing Law

  	
  10

  
	
  Section 113 Legal Holidays

  	
  10

  
	
  Section 114 Language of Notices, Etc.

  	
  11

  
	
  ARTICLE Two

  	
   

  
	
   

  	
   

  
	
  SECURITY FORMS

  	
  11

  
	
  Section 201 Forms Generally

  	
  11

  
	
  Section 202 Form of Legend for Global Securities

  	
  11

  
	
  Section 203 Form of Trustee’s Certificate of
  Authentication

  	
  12

  
	
  Section 204 Securities in Global Form

  	
  12

  
	
  ARTICLE Three

  	
   

  
	
   

  	
   

  
	
  THE SECURITIES

  	
  13

  
	
  Section 301 Amount Unlimited; Issuable in Series

  	
  13

  
	
  Section 302 Denominations

  	
  16

  
	
  Section 303 Execution, Authentication, Delivery and
  Dating

  	
  16

  
	
  Section 304 Temporary Securities

  	
  17

  
	
  Section 305 Registration, Registration of Transfer
  and Exchange

  	
  17

  
	
  Section 306 Mutilated, Destroyed, Lost and Stolen
  Securities

  	
  19

  
	
  Section 307 Payment of Interest; Interest Rights
  Preserved

  	
  19

  
	
  Section 308 Persons Deemed Owners

  	
  20

  
	
  Section 309 Cancellation

  	
  20

  
	
  Section 310 Computation of Interest

  	
  21

  
	
  Section 311 CUSIP Numbers

  	
  21

  

 




 

    i 


     


     






	
  ARTICLE Four

  	
   

  
	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
  21

  
	
  Section 401 Satisfaction and Discharge of Indenture

  	
  21

  
	
  Section 402 Application of Trust Money

  	
  22

  
	
  ARTICLE Five

  	
   

  
	
   

  	
   

  
	
  REMEDIES

  	
  22

  
	
  Section 501 Events of Default

  	
  22

  
	
  Section 502 Acceleration of Maturity; Rescission and
  Annulment

  	
  23

  
	
  Section 503 Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
  24

  
	
  Section 504 Trustee May File Proofs of Claim

  	
  24

  
	
  Section 505 Trustee May Enforce Claims Without
  Possession of Securities

  	
  25

  
	
  Section 506 Application of Money Collected

  	
  25

  
	
  Section 507 Limitation on Suits

  	
  25

  
	
  Section 508 Unconditional Right of Holders to
  Receive Principal, Premium and Interest

  	
  26

  
	
  Section 509 Restoration of Rights and Remedies

  	
  26

  
	
  Section 510 Rights and Remedies Cumulative

  	
  26

  
	
  Section 511 Delay or Omission Not Waiver

  	
  26

  
	
  Section 512 Control by Holders

  	
  27

  
	
  Section 513 Waiver of Past Defaults

  	
  27

  
	
  Section 514 Undertaking for Costs

  	
  27

  
	
  Section 515 Waiver of Usury, Stay or Extension Laws

  	
  27

  
	
  ARTICLE Six

  	
   

  
	
   

  	
   

  
	
  THE TRUSTEE

  	
  28

  
	
  Section 601 Certain Duties and Responsibilities

  	
  28

  
	
  Section 602 Notice of Defaults

  	
  28

  
	
  Section 603 Certain Rights of Trustee

  	
  28

  
	
  Section 604 Not Responsible for Recitals or Issuance
  of Securities

  	
  29

  
	
  Section 605 May Hold Securities

  	
  29

  
	
  Section 606 Money Held in Trust

  	
  29

  
	
  Section 607 Compensation and Reimbursement

  	
  30

  
	
  Section 608 Conflicting Interests

  	
  30

  
	
  Section 609 Corporate Trustee Required; Eligibility

  	
  30

  
	
  Section 610 Resignation and Removal; Appointment of
  Successor

  	
  30

  
	
  Section 611 Acceptance of Appointment by Successor

  	
  32

  
	
  Section 612 Merger, Conversion, Consolidation or
  Succession to Business

  	
  32

  
	
  Section 613 Preferential Collection of Claims
  Against Company

  	
  33

  
	
  Section 614 Appointment of Authenticating Agent

  	
  33

  
	
  Section 615 Rules by Trustee

  	
  34

  

 




 

    ii 


     


     






	
  ARTICLE Seven

  	
   

  
	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  35

  
	
  Section 701 Company to Furnish Trustee Names and
  Addresses of Holders

  	
  35

  
	
  Section 702 Preservation of Information;
  Communications to Holders

  	
  35

  
	
  Section 703 Reports by Trustee

  	
  35

  
	
  Section 704 Reports by Company

  	
  36

  
	
  ARTICLE Eight

  	
   

  
	
   

  	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
  36

  
	
  Section 801 Company May Consolidate, Etc., Only on
  Certain Terms

  	
  36

  
	
  Section 802 Successor Substituted

  	
  36

  
	
  ARTICLE Nine

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
  37

  
	
  Section 901 Supplemental Indentures Without Consent
  of Holders

  	
  37

  
	
  Section 902 Supplemental Indentures With Consent of
  Holders

  	
  38

  
	
  Section 903 Execution of Supplemental Indentures

  	
  39

  
	
  Section 904 Effect of Supplemental Indentures

  	
  39

  
	
  Section 905 Conformity with Trust Indenture Act

  	
  39

  
	
  Section 906 Reference in Securities to Supplemental
  Indentures

  	
  39

  
	
  ARTICLE Ten

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
  40

  
	
  Section 1001 Payment of Principal, Premium and
  Interest

  	
  40

  
	
  Section 1002 Maintenance of Office or Agency

  	
  40

  
	
  Section 1003 Money for Securities Payments to Be
  Held in Trust

  	
  40

  
	
  Section 1004 Statement by Officers as to Default

  	
  41

  
	
  Section 1005 Existence

  	
  41

  
	
  Section 1006 Waiver of Certain Covenants

  	
  41

  
	
  ARTICLE Eleven

  	
   

  
	
   

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
  42

  
	
  Section 1101 Applicability of Article

  	
  42

  
	
  Section 1102 Election to Redeem; Notice to Trustee

  	
  42

  
	
  Section 1103 Selection by Trustee of Securities to
  Be Redeemed

  	
  42

  
	
  Section 1104 Notice of Redemption

  	
  43

  
	
  Section 1105 Deposit of Redemption Price

  	
  44

  
	
  Section 1106 Securities Payable on Redemption Date

  	
  44

  
	
  Section 1107 Securities Redeemed in Part

  	
  44

  



 






    iii 


     


    

 


	
  ARTICLE Twelve

  	
   

  
	
   

  	
   

  
	
  SINKING FUNDS

  	
  44

  

 






	
  Section 1201 Applicability of Article

  	
  44

  
	
  Section 1202 Satisfaction of Sinking Fund Payments
  with Securities

  	
  45

  
	
  Section 1203 Redemption of Securities for Sinking
  Fund

  	
  45

  
	
  ARTICLE Thirteen

  	
   

  
	
   

  	
   

  
	
  DEFEASANCE AND COVENANT DEFEASANCE

  	
  45

  
	
  Section 1301 Company’s Option to Effect Defeasance
  or Covenant Defeasance

  	
  45

  
	
  Section 1302 Defeasance and Discharge

  	
  45

  
	
  Section 1303 Covenant Defeasance

  	
  46

  
	
  Section 1304 Conditions to Defeasance or Covenant
  Defeasance

  	
  46

  
	
  Section 1305 Deposited Money and Government
  Obligations to Be Held in Trust; Miscellaneous Provisions

  	
  47

  
	
  Section 1306 Reinstatement

  	
  48

  
	
  ARTICLE Fourteen

  	
   

  
	
   

  	
   

  
	
  GUARANTEES

  	
  48

  

 




 

    iv 


     


     




INDENTURE, dated as of
                    ,
20 between Soluna Holdings, Inc., a corporation organized and existing under
the laws of the State of Nevada (herein called the “Company”), having its
principal office at 325 Washington Avenue Extension, Albany, New York 12205,
 and                , a national banking organization organized and existing under the laws of
the United States, as Trustee (herein called the “Trustee”).
 


RECITALS OF THE COMPANY
 


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


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:
 


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


ARTICLE One



DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION
 


Section 101 Definitions
 


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


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


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


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


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


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


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



     


     


     




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


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


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


“Authorized Newspaper” means a newspaper, in the
English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in each place in
connection with which the term is used or in the financial community of each
such place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.
 


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


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


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


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


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


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


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



    2


     


     




“Corporate Trust Office”
means the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered, which on the date hereof is
located at .
 


“corporation” means a corporation, association,
partnership, limited liability, joint-stock or other company, real estate
investment trust or business trust.
 


“Covenant Defeasance” has the meaning specified in
Section 1303.
 


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


“Defaulted Interest” has the meaning specified in
Section 307.
 


“Defeasance” has the meaning specified in Section
1302.
 


“Depositary” means, with respect to Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated by Section
301.
 


“Event of Default” has the meaning specified in
Section 501.
 


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


“Expiration Date” has the meaning specified in Section
104.
 


“Global Security” means a Security that evidences all
or part of the Securities of any series and bears the legend set forth in
Section 202 (or such legend as may be specified as contemplated by Section 301
for such Securities).
 


“Government Obligation” has the meaning specified in
Section 1304.
 


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


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


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


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


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



    3


     


     




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


“Notice of Default” means a written notice of the kind
specified in Section 501(d).
 


“Officer’s Certificate” means a certificate signed on
behalf of the Company by the Chief Executive Officer, the Chief Operating
Officer, the Chief Financial Officer, the Controller, the President, a Vice
President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee.
 


“Opinion of Counsel” means a written opinion of legal
counsel addressed to the Trustee. The counsel may be an employee of or counsel
to the Company or any Affiliate.
 


“Original Issue Discount Security” means any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502.
 


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


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


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


(iii)         Securities as to which Defeasance has
been effected pursuant to Section 1302 or satisfaction and discharge has been
effected pursuant to Article Four; and
 


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


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given,
made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any
date, or whether a quorum is present at a meeting of Holders of Securities, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and
payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such
date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section
301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A)
or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, or upon any such determination as to the presence of a
quorum, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.
 






    4


     


    

 


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


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


“Place of Payment,” when used with respect to the
Securities of any series, means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as
specified as contemplated by Section 301.
 


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


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


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


“Regular Record Date” for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 301.
 


“Responsible Officer,” when used with respect to the
Trustee, means the chairman or any vice-chairman of the board of directors, the
chairman or any vice-chairman of the executive committee of the board of
directors, the chairman of the trust committee, the president, any vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject and who shall have responsibility for the administration of this
Indenture.
 


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



    5


     


     




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


“Security Register” and “Security Registrar” have the
respective meanings specified in Section 305.
 


“Special Record Date” for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.
 


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


“Subsidiary” means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, “voting stock” means
the equity interest that ordinarily has voting power for the election of
directors, managers or trustees of an entity, or persons performing similar
functions, whether at all times or only so long as no senior class of equity
interest has such voting power by reason of any contingency.
 


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


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


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


Section 102 Compliance Certificates and Opinions
 


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


Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,
 


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



    6


     


     




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


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


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


Section 103 Form of Documents Delivered to Trustee
 


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


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


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


Section 104 Acts of Holders; Record Dates
 


Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.
 


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



    7


     


     




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


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


The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series; provided, that
the Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided, that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106.
 


The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(b) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Company’s expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.
 



    8


     


     




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


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


Section 105 Notices, Etc., to Trustee and Company
 


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


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


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


Section 106 Notice to Holders; Waiver
 


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



    9


     


     




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


Section 107 Conflict with Trust Indenture Act
 


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


Section 108 Effect of Headings and Table of
Contents
 


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


Section 109 Successors and Assigns
 


All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.
 


Section 110 Separability Clause
 


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


Section 111 Benefits of Indenture
 


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


Section 112 Governing Law
 


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


Section 113 Legal Holidays
 


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



    10


     


     


Section 114 Language of Notices, Etc.
 


Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of
the country of publication.
 


ARTICLE
Two


 


SECURITY
FORMS
 


Section 201 Forms Generally
 


The Securities of each series shall be in substantially the forms set
forth in Exhibit A hereto or in such other form (including temporary or
permanent global form) as shall be established by or pursuant to a Board
Resolution or in one or more Officer’s Certificates or indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery
of such Securities (or any such temporary global Security).
 


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 202 Form of Legend for Global Securities
 


Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:
 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SOLUNA
HOLDINGS, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 



    11


     


     


Section 203 Form of Trustee’s Certificate of
Authentication
 


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


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




	
   

  	
   

  	
   

  
	
   

  	
  As Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  

 




Section 204 Securities in Global Form.
 


If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (i) of
Section 301 and the provisions of Section 302, any such Security shall
represent such of the Outstanding Securities of such series as shall be specified
therein and may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or Section 304. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel.
 


The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.
 


Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.
 



    12


     


     


ARTICLE
Three


 


THE
SECURITIES
 


Section 301 Amount Unlimited; Issuable in Series
 


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


The Securities may be issued in one or more series. There shall be
either (i) established in or pursuant to a Board Resolution and, subject to
Section 303, set forth, or determined in the manner provided, in an Officer’s
Certificate, or (ii) established in one or more Officer’s Certificates or
indentures supplemental hereto, prior to the issuance of Securities of any
series,
 


(a)          the title of the Securities of the series
(which shall distinguish the Securities of the series from Securities of any
other series, except to the extent that additional Securities of an existing
series are being issued);
 


(b)          any limit upon the aggregate principal
amount of the Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and
except for any Securities which, pursuant to Section 303, are deemed never to
have been authenticated and delivered hereunder);
 


(c)          the Person to whom any interest on a
Security of the series shall be payable, if other than the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest and the extent
to which, or the manner in which, any interest payable on a temporary global
Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 304;
 


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


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


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


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


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


(i)           if
other than minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof, the denominations in which Securities of such series shall be
issuable;
 



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(j)           whether the amount of payments of
principal, premium, if any, or interest, if any, on the Securities of the
series may be determined with reference to an index, formula or other method
(which index, formula or method may be based, without limitation, on one or
more interest rate, currency, commodity, equity or other indices), and the
manner in which such amounts shall be determined;
 


(k)          the currency or currencies, including
composite currencies, in which payment of the principal of and any premium and
interest on any Securities of the series shall be payable, if other than the
currency of the United States of America, and the manner of determining the
equivalent thereof in the currency of the United States of America for purposes
of the definition of “Outstanding” in Section 101;
 


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


(m)         if other than the principal amount
thereof, the portion of the principal amount of any Securities of the series
which shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502;
 


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


(o)          any addition to or change in the
provisions related to satisfaction and discharge in Article Four or defeasance
in Article Thirteen, or the inapplicability of such Articles or provisions
therein to the Securities of such series;
 


(p)          if applicable, that any Securities of the
series shall be issuable in whole or in part in the form of one or more
temporary or permanent Global Securities and, in such case, the respective
Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of
that set forth in Section 202 and any circumstances in addition to or in lieu
of those set forth in clause (a) of the last paragraph of Section 305 in which
any such Global Security may be exchanged in whole or in part for Securities
registered, and any transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the Depositary for such
Global Security or a nominee thereof;
 


(q)          any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;
 


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


(s)           if
applicable, that the Securities of the series are convertible into or
exchangeable for any securities of any Person (including the Company), the
period or periods within which, the price or prices at which and the terms and
conditions upon which, and the limitations and restrictions, if any, upon
which, any Securities of the series shall be so convertible or exchangeable,
and any additions or changes to this Indenture, if any, to permit or facilitate
such conversion or exchange;
 



    14


     


     




(t)           the place or places where any Securities of the series
may be surrendered for registration of transfer, where Securities of the series
may be surrendered for exchange, where Securities of the series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Company in respect of
the Securities of the series and this Indenture may be served;
 


(u)          the form of the Securities of such
series;
 


(v)          whether the Securities of such series are
to be issued as Original Issue Discount Securities and the amount of discount
with which such Securities may be issued;
 


(w)         the guarantors, if any, of the Securities
of such series, and the form and terms of the guarantees (including provisions
relating to seniority or subordination of such guarantees and the release of
the guarantors), if any, of any payment or other obligations on such Securities
and any additions or changes to this Indenture to permit or facilitate
guarantees of such Securities;
 


(x)          whether the Securities of such series are
subject to subordination and the terms of such subordination;
 


(y)          if any payment or other obligations on
Securities of such series are to be secured by any property, the nature of such
security and provisions related thereto;
 


(z)          any restriction or condition on the
transferability of the Securities of such series;
 


(aa)        any addition or change in the provisions
related to compensation and reimbursement of the Trustee which applies to
Securities of such series;
 


(bb)        whether and in what circumstances, and
the currency in which, the Company will pay additional amounts to any Holder of
Securities of the series that is not a United States Person (including the
definition of that term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such additional amounts (and the terms of any such
option);
 


(cc)        provisions, if any, granting special
rights to Holders of Securities of such series upon the occurrence of specified
events;
 


(dd)        any addition or change in the provisions
related to supplemental indentures set forth in Sections 901, 902 and 904 which
applies to Securities of such series; and
 


(ee)        any other terms of the Securities of such
series (which terms shall not be inconsistent with the provisions of the Trust
Indenture Act, but may modify, amend, supplement or delete any of the terms of
this Indenture with respect to such series).
 


All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officer’s Certificate
referred to above or in any such indenture supplemental hereto.
 



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


Section 302 Denominations
 


Unless otherwise provided as contemplated by Section 301 with respect
to the Securities of any series, any Securities of such series, other than
Securities issued in global form (which may be of any denomination), shall be
issuable in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.
 


Section 303 Execution, Authentication, Delivery and
Dating
 


The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President, one of
its Vice Presidents or its Treasurer. The signature of any of these officers on
the Securities may be manual or facsimile.
 


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


At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the forms or terms of the Securities of the series have been established
by or pursuant to one or more Board Resolutions as permitted by Sections 201
and 301, 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 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,
 


(a)          if the forms of such Securities have been
established by or pursuant to Board Resolution as permitted by Section 201,
that such forms have been established in conformity with the provisions of this
Indenture;
 


(b)          if the terms of such Securities have been
established by or pursuant to Board Resolution as permitted by Section 301,
that such terms have been established in conformity with the provisions of this
Indenture; and
 


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


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



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Notwithstanding the provisions of Section 301 and of
the two preceding paragraphs, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officer’s
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraphs at
or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.
 


Each Security shall be dated the date of its authentication.
 


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


Section 304 Temporary Securities
 


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


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


Section 305 Registration,
Registration of Transfer and Exchange
 


The Company shall cause
to be kept at an office or agency to be maintained by the Company in accordance
with Section 1002 a register (being the combined register of the Security
Registrar and all transfer agents designated pursuant to Section 1002 for the
purpose of registration of transfer of Securities and sometimes collectively
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and the registration of transfers of Securities. The Trustee is
hereby appointed “Security Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided.
 



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Upon surrender for registration of transfer of any
Security of a series at the office or agency of the Company maintained pursuant
to Section 1002 for such purpose in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and
aggregate principal amount.
 


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


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


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


No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.
 


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


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


(a)           Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other
than the Depositary for such Global Security or a nominee thereof unless (i)
such Depositary (A) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered under the Exchange Act and, in the case of each of
(A) and (B), a successor Depositary is not appointed by the Company within 90
days after such notice is received by the Company or the Company becomes aware
of such cessation, respectively, (ii) there shall have occurred and be
continuing an Event of Default with respect to such Global Security and the
Security Registrar has received a written request from an owner of a beneficial
interest in such Global Security to receive registered securities or (iii)
there shall exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated by Section
301.
 


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



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(c)          Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, whether pursuant to this Section, Section 304,
306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form
of, and shall be, a Global Security, unless such Security is registered in the
name of a Person other than the Depositary for such Global Security or a
nominee thereof.
 


Section 306 Mutilated, Destroyed, Lost and Stolen
Securities
 


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


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


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


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


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


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


Section 307 Payment of Interest; Interest Rights
Preserved
 


Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest.
 



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


(a)          The Company may elect to make payment of
any Defaulted Interest to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder of Securities
of such series in the manner set forth in Section 106, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (b).
 


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


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


Section 308 Persons Deemed Owners
 


Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.
 


Section 309 Cancellation
 


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



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Section 310 Computation of Interest
 


Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.
 


Section 311 CUSIP Numbers
 


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


ARTICLE
Four


 


SATISFACTION
AND DISCHARGE
 


Section 401 Satisfaction and Discharge of Indenture
 


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


(a)          either
 


(i)           all Securities theretofore authenticated
and delivered (other than (A) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306 and (B)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or
 


(ii)          all such Securities not theretofore
delivered to the Trustee for cancellation
 


(A)         have become due and payable, or
 


(B)         will become due and payable at their
Stated Maturity within one year, or
 


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



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and the Company, in the case of (A), (B) or (C) above,
has deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose money in an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be; provided that with
respect to a Redemption Date, if all or a portion of the Redemption Price is
based on or consists of a redemption premium that is required to be calculated
based on a treasury rate or other floating or adjustable rate a specified
number of days prior to the redemption date, the Redemption Price deposited
shall be sufficient for purposes of this paragraph to the extent that the
Redemption Price so deposited is calculated using an amount equal to such
premium computed using such treasury rate or other floating or adjustable rate
as of such specified number of days preceding the date of such deposit;
 


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


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


Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a)
of this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.
 


Section 402 Application of Trust Money
 


Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium
and interest for whose payment such money has been deposited with the Trustee.
 


ARTICLE
Five


 


REMEDIES
 


Section 501 Events of
Default
 


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


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


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



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(c)          default in the deposit of any sinking fund payment,
when and as due by the terms of a Security of that series and continuance of
such default for a period of 30 days; or
 


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


(e)          the Company pursuant to or within the
meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to
the entry of an order for relief against it in an involuntary case, or (iii)
consents to the appointment of a Custodian of it or for all or substantially
all of its property; or
 


(f)           a court of competent jurisdiction enters
an order or decree under any Bankruptcy Law that: (i) is for relief against the
Company in an involuntary case, (ii) appoints a Custodian of the Company or for
all or substantially all of its property, or (iii) orders the liquidation of
the Company, and the order or decree remains unstayed and in effect for 90
days; or
 


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


Section 502 Acceleration
of Maturity; Rescission and Annulment
 


If an Event of Default
(other than an Event of Default specified in Section 501(e) or 501(f)) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
a majority of the principal amount of the Outstanding Securities of that series
may declare the principal amount of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in clause (e) or (f) of Section 501
with respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.
 


At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if
 


(a)          the Company has paid or deposited with
the Trustee a sum sufficient to pay
 


(i)           all overdue interest on all Securities of
that series,
 



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(ii)          the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities,
 


(iii)         to the extent that payment of such
interest is lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, and
 


(iv)         all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and
 


(b)          all Events of Default with respect to
Securities of that series, other than the non-payment of the principal of
Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513.
 


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


Section 503 Collection of Indebtedness and Suits
for Enforcement by Trustee
 


The Company covenants that if
 


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


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


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


Section 504 Trustee May File Proofs of Claim
 


In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
607.
 



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


Section 505 Trustee May Enforce Claims Without
Possession of Securities
 


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


Section 506 Application of Money Collected
 


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


FIRST: To the payment of all amounts due the Trustee under Section 607;
 


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


THIRD: To the Company.
 


Section 507 Limitation on Suits
 


No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy under this Indenture or any Security of any series, unless
 


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


(b)          the Holders of not less than a majority
in principal amount of the Outstanding Securities of that series shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;
 


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



    25


     


     




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


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


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


Section 508 Unconditional Right of Holders to
Receive Principal, Premium and Interest
 


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


Section 509 Restoration of Rights and Remedies
 


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


Section 510 Rights and Remedies Cumulative
 


Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.
 


Section 511 Delay or Omission Not Waiver
 


No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.
 



    26


     


     


Section 512 Control by Holders
 


The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that
 


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


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


Section 513 Waiver of Past Defaults
 


The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default
 


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


(b)          in respect of a covenant or provision
hereof which under Article Nine cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such series affected.
 


Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.
 


Section 514 Undertaking for Costs
 


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


Section 515 Waiver of Usury, Stay or Extension Laws
 


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



    27


     


     




ARTICLE
Six


 


THE
TRUSTEE
 


Section 601 Certain
Duties and Responsibilities
 


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


Section 602 Notice of Defaults
 


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


Section 603 Certain Rights of Trustee
 


Subject to the provisions of Section 601:
 


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


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


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


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


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



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


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


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


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


(j)           the rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each agent, custodian and the
Person employed to act hereunder.
 


Section 604 Not Responsible for Recitals or
Issuance of Securities
 


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


Section 605 May Hold
Securities
 


The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.
 


Section 606 Money Held in Trust
 


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



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Section 607 Compensation and Reimbursement
 


The Company agrees
 


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


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


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


Section 608 Conflicting Interests
 


If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.
 


Section 609 Corporate Trustee Required; Eligibility
 


There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee with respect to the Securities of any series shall
cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.
 


Section 610 Resignation and Removal; Appointment of
Successor
 


No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.
 


The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.
 



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


If at any time:
 


(1)          the Trustee shall fail to comply with
Section 608 after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security for at least six months, or
 


(2)          the Trustee shall cease to be eligible
under Section 609 and shall fail to resign after written request therefor by
the Company or by any such Holder, or
 


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


then, in any such case, (A) the Company by a Board
Resolution may remove the Trustee with respect to all Securities, or (B)
subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of such Holder and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.
 


If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 611, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders of Securities of
such series and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of such Holder and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.
 


The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.
 



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Section 611 Acceptance of Appointment by Successor
 


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


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


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


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


Section 612 Merger, Conversion, Consolidation or
Succession to Business
 


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



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Section 613 Preferential
Collection of Claims Against Company
 


If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:
 


(a)          “cash transaction” means any transaction
in which full payment for goods or securities sold is made within seven days
after delivery of the goods or securities in currency or in checks or other
orders drawn upon banks or bankers and payable upon demand; and
 


(b)          “self-liquidating paper” means any draft,
bill of exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Company for the purpose of financing the purchase, processing,
manufacturing, shipment, storage or sale of goods, wares or merchandise and which
is secured by documents evidencing title to, possession of, or a lien upon, the
goods, wares or merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously constituting the security,
provided the security is received by the Trustee simultaneously with the
creation of the creditor relationship with the Company arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.
 


Section 614 Appointment of Authenticating Agent
 


The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to
the Company. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.
 


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



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


The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.
 


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


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


	 	 

  	 

  
	 	As
                                         Trustee

  
	 	 

  	 

  
	 	As
                                         Authenticating Agent

  
	 	 

  	 

  
	 	By

  	 

  
	 	 

  	Authorized
                                         Signatory

  

 




If all of the Securities
of a series may not be originally issued at one time, and if the Trustee does
not have an office capable of authenticating Securities upon original issuance
located in a Place of Payment where the Company wishes to have Securities of
such series authenticated upon original issuance, the Trustee, if so requested
by the Company in writing (which writing need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel), shall appoint in accordance
with this Section an Authenticating Agent having an office in a Place of
Payment designated by the Company with respect to such series of Securities.
 


Section 615 Rules by Trustee
 


The Trustee may make reasonable rules for any Act of Holders or a
meeting of Holders of one or more series of Securities.
 



    34


     


     


ARTICLE
Seven


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY
 


Section 701 Company to
Furnish Trustee Names and Addresses of Holders
 


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


(a)          semi-annually, not later than 15 days
after each Regular Record Date or in the case of any series of Securities on
which semi-annual interest is not payable, not more than 15 days after such
semi-annual dates specified by the Trustee, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
of each series as of the Regular Record Date or such semi-annual date, as the
case may be, and
 


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


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


Section 702 Preservation
of Information; Communications to Holders
 


The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 701 and the names and addresses of Holders received by
the Trustee in its capacity as Security Registrar. The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list so
furnished.
 


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


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


Section 703 Reports by Trustee
 


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


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



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Section 704 Reports by
Company
 


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


ARTICLE
Eight


 


CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE
 


Section 801 Company May Consolidate, Etc., Only on
Certain Terms
 


The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease all or substantially all of its properties and
assets to any Person (other than a direct or indirect wholly owned subsidiary
of the Company), and the Company shall not permit any Person (other than a
direct or indirect wholly owned subsidiary of the Company) to consolidate with
or merge into the Company, unless:
 


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


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


(c)           the
Company 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.
 


Section 802 Successor Substituted
 


Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease all or
substantially all of the properties and assets of the Company in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.
 



    36


     


     




ARTICLE
Nine


 


SUPPLEMENTAL
INDENTURES
 


Section 901 Supplemental
Indentures Without Consent of Holders
 


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


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


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


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


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


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


(f)           to add guarantees of or to secure all or
any series of the Securities; or
 


(g)          to establish the forms or terms of
Securities of any series as permitted by Sections 201 and 301; or
 


(h)          to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611; or
 



    37


     


     




(i)           to cure any ambiguity, to correct or
supplement any provision contained herein or in any indenture supplemental
hereto which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture or to conform the terms
hereof, as amended and supplemented, that are applicable to the Securities of
any series to the description of the terms of such Securities in the offering
memorandum, prospectus supplement or other offering document applicable to such
Securities at the time of initial sale thereof; or
 


(j)           to supplement any of the provisions of
this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance (whether legal or covenant defeasance) or satisfaction and discharge
of any series of Securities; provided that any such action shall not adversely
affect the interests of the Holders of Securities of such series or any other
series of Securities in any material respect; or
 


(k)          to prohibit the authentication and
delivery of additional series of Securities; or
 


(l)           to add to or change or eliminate any
provision of this Indenture as shall be necessary or desirable in accordance
with any amendments to the Trust Indenture Act;
 


(m)         to comply with the rules of any
applicable Depositary; or
 


(n)          to make any other provisions with respect
to matters or questions arising under this Indenture, provided that such action
pursuant to this clause (n) shall not adversely affect the interests of the
Holders of Securities of any series in any material respect.
 


Section 902 Supplemental
Indentures With Consent of Holders
 


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


(a)           change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or
any other Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change any
Place of Payment where, or the coin or currency in which, any Security or any
premium or interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or
 


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


(c)           modify
any of the provisions of this Section, Section 513 or Section 1006, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section and Section 1006, or the deletion of this proviso, in accordance with the requirements
of Section 611 and clause (h) of Section 901.
 



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


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


Section 903 Execution of Supplemental Indentures
 


In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.
 


Section 904 Effect of Supplemental Indentures
 


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


Section 905 Conformity
with Trust Indenture Act
 


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


Section 906 Reference in Securities to Supplemental
Indentures
 


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



    39


     


     


ARTICLE
Ten


 


COVENANTS
 


Section 1001 Payment of Principal, Premium and
Interest
 


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


Section 1002 Maintenance of Office or Agency
 


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


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


Section 1003 Money for Securities Payments to Be
Held in Trust
 


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


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


The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.
 


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



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


Section 1004 Statement by Officers as to Default
 


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


Section 1005 Existence
 


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


Section 1006 Waiver of Certain Covenants
 


Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to clause (r) of
Section 301 or clause (b) or (g) of Section 901 for the benefit of the Holders
of such series or in Section 1005, if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.
 



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ARTICLE
Eleven


 


REDEMPTION
OF SECURITIES
 


Section 1101 Applicability of Article
 


Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.
 


Section 1102 Election to Redeem; Notice to Trustee
 


The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed (unless all of the
Securities of a specified tenor are to be redeemed). In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with such restriction.
 


Section 1103 Selection by Trustee of Securities to
Be Redeemed
 


If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem appropriate and which may provide for the selection for redemption
of a portion of the principal amount of any Security of such series, provided
that the unredeemed portion of the principal amount of any Security shall be in
an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days (subject to Section 1104) prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
and specified tenor not previously called for redemption in accordance with the
preceding sentence.
 


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


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


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



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Section 1104 Notice of Redemption
 


Notice of redemption
shall be given in the manner provided in Section 106 to the Holders of
Securities to be redeemed not less than 30 nor more than 60 days prior to the
Redemption Date, except that any notice of redemption may be given more than 60
days prior to a Redemption Date if the notice is issued in connection with a
Defeasance of Securities pursuant to Article Thirteen hereof or a satisfaction
and discharge of this Indenture pursuant to Article Four hereof. In connection
with any redemption of Securities, any such redemption may, at the Company’s
discretion, be subject to satisfaction of one or more conditions precedent. In
addition, if such redemption or notice is subject to satisfaction of one or
more conditions precedent, such notice may state that, in the Company’s
discretion, the Redemption Date may be delayed until such time as any or all
such conditions shall be satisfied (or waived by the Company in its sole
discretion), or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied (or
waived by the Company in its sole discretion) by the Redemption Date, or by the
Redemption Date so delayed.
 


All notices of redemption shall state:
 


(a)          the Redemption Date,
 


(b)          the Redemption Price,
 


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


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


(e)          the place or places where such Securities
are to be surrendered for payment of the Redemption Price,
 


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


(g)          the applicable “CUSIP” numbers, if any,
and
 


(h)          if applicable, that such redemption may
be subject to satisfaction of one or more conditions precedent.
 


A notice of redemption published as contemplated by Section 106 need
not identify the particular Registered Securities to be redeemed.
 


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



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Section 1105 Deposit of Redemption Price
 


Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.
 


Section 1106 Securities Payable on Redemption Date
 


Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.
 


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


Section 1107 Securities
Redeemed in Part
 


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


ARTICLE
Twelve


 


SINKING
FUNDS
 


Section 1201 Applicability of Article
 


The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.
 


The minimum amount of any sinking fund payment provided for by the terms
of any Securities is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of
such Securities is herein referred to as an “optional sinking fund payment.” If
provided for by the terms of any Securities, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202.
 


Each sinking fund payment shall be applied to the redemption of Securities
as provided for by the terms of such Securities.
 



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Section 1202 Satisfaction of Sinking Fund Payments
with Securities
 


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


Section 1203 Redemption of Securities for Sinking
Fund
 


Not less than 30 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant
to Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 15 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.
 


ARTICLE
Thirteen


 


DEFEASANCE
AND COVENANT DEFEASANCE
 


Section 1301 Company’s Option to Effect Defeasance
or Covenant Defeasance
 


The Company may, at its option, at any time, elect to have either
Section 1302 or Section 1303 applied to any Securities or any series of
Securities, as the case may be, upon compliance with the conditions set forth
below in this Article.
 


Section 1302 Defeasance and Discharge
 


Upon the Company’s exercise under Section 1301 hereof of the option to
have this Section 1302 applied to any Securities or any series of Securities,
as the case may be, the Company shall be deemed to have been discharged from
its obligations with respect to such Outstanding Securities on the date the
conditions set forth in Section 1304 are satisfied (hereinafter “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following, which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of such Securities to receive,
solely from the trust fund described in Section 1304 and as more fully set
forth in such Section, payments in respect of the principal of and any premium
and interest on such Securities when such payments are due, (b) the Company’s
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (d) this Article. Subject to compliance with this Article, the
Company may exercise its option under this Section 1302 notwithstanding the
prior exercise of its option under Section 1303.
 



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Section 1303 Covenant Defeasance
 


Upon the Company’s exercise of the option to have this Section 1303
applied to any Securities or any series of Securities, as the case may be, (a)
the Company shall be released from its obligations with respect to such
Securities under Section 801, Section 1005 and Section 1006 and any covenants
provided pursuant to clause (r) of Section 301 or clause (b) or (g) of Section
901 for the benefit of the Holders of such Securities and (b) the occurrence of
any event specified in clause (c), (d) (with respect to any of Section 801,
Section 1005 or Section 1006 and any such covenants provided pursuant to clause
(r) of Section 301 or clause (b) or (g) of Section 901) or (g) of Section 501
shall not be deemed to be an Event of Default on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or Article, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.
 


Section 1304 Conditions
to Defeasance or Covenant Defeasance
 


The following shall be
the conditions to the application of either Section 1302 or Section 1303, as
applicable, to any Securities or any series of Securities, as the case may be:
 


(a)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (i) money in an amount, or (ii)
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(iii) a combination thereof, in each case sufficient to pay and discharge, and
which shall be applied by the Trustee (or any such other qualifying trustee) to
pay and discharge, the principal of, and any premium (if any) and interest on,
such Securities on the respective Stated Maturities or the applicable
Redemption Date, in accordance with the terms of this Indenture and such Securities;
provided that with respect to a Redemption Date, if all or a portion of the
Redemption Price is based on or consists of a redemption premium that is
required to be calculated based on a treasury rate or other floating or
adjustable rate a specified number of days prior to the redemption date, the
Redemption Price deposited shall be sufficient for purposes of the immediately
preceding sentence to the extent that the Redemption Price so deposited is
calculated using an amount equal to such premium computed using such treasury
rate or other floating or adjustable rate as of such specified number of days
preceding the date of such deposit. As used herein, “Government Obligations”
means, with respect to any series of Securities, securities that are (x) direct
obligations of the government that issued the currency in which such series is
denominated (or, if such series is denominated in euros, the direct obligations
of any government that is a member of the European Monetary Union) for the
payment of which such government’s full faith and credit is pledged or (y)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of such government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in
either case, are not callable or redeemable at the option of the issuer thereof
and shall also include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Obligation where the relevant government is the United States of
America or a specific payment of principal of or interest on any such
Government Obligation held by such custodian for the account of the holder of
such depositary receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of such Government Obligation or the specific payment of principal
of or interest on such Government Obligation evidenced by such depository
receipt.
 



    46


     


     




(b)          In the event of an election to have Section 1302 apply
to any Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (ii) since the date of this Indenture, there has been a
change in the applicable Federal income tax law, in either case (i) or (ii) to
the effect that the Holders of the Outstanding Securities of such series will
not recognize 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, in the same manner and at the same times as would be the case
if such deposit, Defeasance and discharge had not occurred.
 


(c)          In the event of an election to have
Section 1303 apply to any Securities or any series of Securities, as the case
may be, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of the Outstanding Securities of such series
will not recognize gain or loss for Federal income tax purposes as a result of
such deposit and Covenant Defeasance and will be subject to Federal income tax
on the same amount, in the same manner and at the same times as would be the
case if such deposit and Covenant Defeasance had not occurred.
 


(d)          No Event of Default with respect to the
Securities of such series shall have occurred and be continuing at the time of
such deposit (other than an Event of Default resulting from transactions
occurring contemporaneously with the borrowing of funds, or the borrowing of
funds, to be applied to such deposit or other indebtedness which is being
repaid, repurchased, redeemed, defeased (whether legal or covenant defeasance)
or discharged, and, in each case, the granting of liens in connection
therewith).
 


(e)          Such Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Indenture or any
agreement or instrument governing any other indebtedness which is being repaid,
repurchased, redeemed, defeased (whether legal or covenant defeasance) or
discharged) to which the Company is a party or by which the Company is bound.
 


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


The Defeasance or Covenant Defeasance will be effective on the day on
which all of the applicable conditions above have been satisfied. Upon satisfaction
of such conditions, the Trustee shall, upon written request, execute proper
instrument(s) acknowledging such Defeasance or Covenant Defeasance.
 


Section 1305 Deposited Money and Government
Obligations to Be Held in Trust; Miscellaneous Provisions
 


Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred
to collectively, for purposes of this Section 1305, as the “Trustee”) pursuant
to Section 1304 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and premium (if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.
 



    47


     


     




The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 1304 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities.
 


Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in Section
1304 hereof which, in the opinion or based on a report or certificate of a
nationally recognized firm of independent public accountants, investment bank
or appraisal firm expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Defeasance or Covenant Defeasance, as the
case may be.
 


Section 1306 Reinstatement
 


If the Trustee or the
Paying Agent is unable to apply any money in accordance with Section 1302 or
1303 by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article Thirteen until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 1302 or 1303;
provided, however, that if the Company makes any payment of principal of (and
premium, if any) or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
the Securities of such series to receive such payment from the money held by
the Trustee or the Paying Agent.
 


ARTICLE FOURTEEEN
 


GUARANTEES 
 


[Provisions for Subsidiary Guarantees to provided here, if applicable.]
 


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



    48


     


     




In
Witness Whereof, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.


	
   

  	
   

  	
   

  
	
   

  	
  SOLUNA HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  [_]

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  

 




 

    49


     


     




EXHIBIT A
 


FORM OF REGISTERED SECURITY
 


[Face of Registered
Security]
 


	No.	$



 


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


[If the Security is not to bear
interest prior to Maturity, insert — The principal of this Security
shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal and any overdue premium shall bear interest at the rate of               %
per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium (if any)
shall be payable on demand. Any such interest on overdue principal or premium
which is not paid on demand shall bear interest at the rate of % per annum (to
the extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be
payable on demand.]
 


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



    A-1


     


     




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


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


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


	
   

  	
   

  	
   

  
	
  Dated:

  	
  Soluna Holdings, Inc. 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  

 






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






Dated:
 




[_], As Trustee
 






	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  

 




 

    A-2


     


     




[Reverse of Registered Security]
 




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


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


	
  Year
  

  	 	
  Redemption Price For

  Redemption Through Operation

  of
  the Sinking Fund
  

  	 	
  Redemption Price For

  Redemption Otherwise Than

  Through Operation of

  the
Sinking Fund

  
	
   

  	 	
   

  	 	
   

  
	
   

  	 	
   

  	 	
   

  

 






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


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



    A-3


     


     




	
  Year
  

  	 	
  [Redemption Price For 

  Redemption Through Operation of

  the Sinking Fund]
  

  	 	
  Redemption Price [For 

  Redemption Otherwise Than

  Through Operation of the

  Sinking Fund]
  

  
	
   

  	 	
   

  	 	
   

  
	
   

  	 	
   

  	 	
   

  

 




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


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


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


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


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


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


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



    A-4


     


     




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


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


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


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


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


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



    A-5


     


     




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


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



 



    A-6