March 21, 2013 S3 Exhibit 4.1





EXHIBIT 4.1

 [Form of Senior or Subordinated Indenture]

8x8, INC.,

As Issuer

And

[___________],

as Trustee

[SENIOR/SUBORDINATED] INDENTURE

DATED AS OF
                  
      

 









TABLE OF CONTENTS


	 	 	
PAGE

	
ARTICLE ONE
	
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	
1

	 	 	 
	
Section 1.01.
	
        Definitions
	
1

	
Section 1.02.
	
        Compliance Certificates and Opinions
	
8

	
Section 1.03.
	
        Form of Documents Delivered to Trustee
	
8

	
Section 1.04.
	
        Acts of Holders; Record Dates
	
9

	
Section 1.05.
	
        Notices, Etc., to Trustee and Company
	
10

	
Section 1.06.
	
        Notice to Holders; Waiver
	
10

	
Section 1.07.
	
        Conflict with Trust Indenture Act
	
11

	
Section 1.08.
	
        Effect of Headings and Table of Contents
	
11

	
Section 1.09.
	
        Successors and Assigns
	
11

	
Section 1.10.
	
        Separability Clause
	
11

	
Section 1.11.
	
        Benefits of Indenture
	
11

	
Section 1.12.
	
        Governing Law
	
11

	
Section 1.13.
	
        Legal Holidays
	
11

	
Section 1.14.
	
        No Recourse Against Others
	
12

	
Section 1.15.
	
        WAIVER OF JURY TRIAL
	
12

	
Section 1.16.
	
        USA PATRIOT Act
	
12

	 	 	 
	
ARTICLE TWO
	
SECURITY FORMS
	
12

	 	 	 
	
Section 2.01.
	
        Forms Generally
	
12

	
Section 2.02.
	
        Form of Face of Security
	
12

	
Section 2.03.
	
        Form of Reverse of Security
	
13

	
Section 2.04.
	
        Form of Legend for Global Securities
	
16

	
Section 2.05.
	
        Form of Trustee's Certificate of
Authentication
	
16

	 	 	 
	
ARTICLE THREE
	
THE SECURITIES
	
16

	 	 	 
	
Section 3.01.
	
        Amount Unlimited; Issuable in Series
	
16

	
Section 3.02.
	
        Denominations
	
18

	
Section 3.03.
	
        Execution, Authentication, Delivery and
Dating
	
19

	
Section 3.04.
	
        Temporary Securities
	
20

	
Section 3.05.
	
        Registration, Registration of Transfer and
Exchange
	
20

	
Section 3.06.
	
        Mutilated, Destroyed, Lost and Stolen
Securities
	
21

	
Section 3.07.
	
        Payment of Interest; Interest Rights
Preserved
	
22

	
Section 3.08.
	
        Persons Deemed Owners
	
22

	
Section 3.09.
	
        Cancellation
	
23

	
Section 3.10.
	
        Computation of Interest
	
23

	
Section 3.11.
	
        CUSIP Numbers
	
23

	
Section 3.12.
	
        Original Issue Discount
	
23

	 	 	 
	
ARTICLE FOUR
	
SATISFACTION AND DISCHARGE
	
23

	 	 	 
	
Section 4.01.
	
        Satisfaction and Discharge of Indenture
	
23

	
Section 4.02.
	
        Application of Trust Money
	
24

	 	 	 
	
ARTICLE FIVE
	
REMEDIES
	
24

	 	 	 
	
Section 5.01.
	
        Events of Default
	
24

	
Section 5.02.
	
        Acceleration of Maturity; Rescission and
Annulment
	
25

	
Section 5.03.
	
        Collection of Indebtedness and Suits for Enforcement by
Trustee
	
25

	
Section 5.04.
	
        Trustee May File Proofs of Claim
	
26

	
Section 5.05.
	
        Trustee May Enforce Claims Without Possession of
Securities
	
26

	
Section 5.06.
	
        Application of Money Collected
	
26

	
Section 5.07.
	
        Limitation on Suits
	
27

	
Section 5.08.
	
        Unconditional Right of Holders to Receive Principal,
Premium and Interest
	
27

	
Section 5.09.
	
        Restoration of Rights and Remedies
	
27

	
Section 5.10.
	
        Rights and Remedies Cumulative
	
27

	
Section 5.11.
	
        Delay or Omission Not Waiver
	
27




                                                   i






TABLE OF CONTENTS 
Cont'd


	 	 	
PAGE

	
Section 5.12.
	
        Control by Holders
	
28

	
Section 5.13.
	
        Waiver of Past Defaults
	
28

	
Section 5.14.
	
        Undertaking for Costs
	
28

	
Section 5.15.
	
        Waiver of Usury, Stay or Extension Laws
	
28

	 	 	 
	
ARTICLE SIX
	
THE TRUSTEE
	
28

	 	 	 
	
Section 6.01.
	
        Certain Duties and Responsibilities
	
28

	
Section 6.02.
	
        Notice of Defaults
	
29

	
Section 6.03.
	
        Certain Rights of Trustee
	
29

	
Section 6.04.
	
        Not Responsible for Recitals or Issuance of
Securities
	
29

	
Section 6.05.
	
        May Hold Securities
	
30

	
Section 6.06.
	
        Money Held in Trust
	
30

	
Section 6.07.
	
        Compensation and Reimbursement
	
30

	
Section 6.08.
	
        Conflicting Interests
	
30

	
Section 6.09.
	
        Corporate Trustee Required; Eligibility
	
30

	
Section 6.10.
	
        Resignation and Removal; Appointment of
Successor
	
31

	
Section 6.11.
	
        Acceptance of Appointment by Successor
	
32

	
Section 6.12.
	
        Merger, Conversion, Consolidation or Succession to
Business
	
32

	
Section 6.13.
	
        Preferential Collection of Claims Against
Company
	
32

	
Section 6.14.
	
        Appointment of Authenticating Agent
	
33

	 	 	 
	
ARTICLE SEVEN
	
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
	
34

	 	 	 
	
Section 7.01.
	
        Company to Furnish Trustee Names and Addresses of
Holders
	
34

	
Section 7.02.
	
        Preservation of Information; Communications to
Holders
	
34

	
Section 7.03.
	
        Reports by Trustee
	
34

	
Section 7.04.
	
        Reports by Company
	
34

	 	 	 
	
ARTICLE EIGHT
	
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	
35

	 	 	 
	
Section 8.01.
	
        Company May Consolidate, Etc., Only on Certain
Terms
	
35

	
Section 8.02.
	
        Successor Substituted
	
35

	 	 	 
	
ARTICLE NINE
	
SUPPLEMENTAL INDENTURES
	
35

	 	 	 
	
Section 9.01.
	
        Supplemental Indentures Without Consent of
Holders
	
35

	
Section 9.02.
	
        Supplemental Indentures With Consent of
Holders
	
36

	
Section 9.03.
	
        Execution of Supplemental Indentures
	
37

	
Section 9.04.
	
        Effect of Supplemental Indentures
	
37

	
Section 9.05.
	
        Conformity with Trust Indenture Act
	
37

	
Section 9.06.
	
        Reference in Securities to Supplemental
Indentures
	
37

	 	 	 
	
ARTICLE TEN
	
COVENANTS
	
38

	 	 	 
	
Section 10.01.
	
        Payment of Principal, Premium, if any, and
Interest
	
38

	
Section 10.02.
	
        Maintenance of Office or Agency
	
38

	
Section 10.03.
	
        Money for Securities Payments to Be Held in
Trust
	
38

	
Section 10.04.
	
        Statement by Officers as to Default
	
39

	
Section 10.05.
	
        Existence
	
39

	
Section 10.06.
	
        Waiver of Certain Covenants
	
39

	 	 	 
	
ARTICLE ELEVEN
	
OPTIONAL REDEMPTION OF SECURITIES
	
39

	 	 	 
	
Section 11.01.
	
        Applicability of Article
	
39

	
Section 11.02.
	
        Election to Redeem; Notice to Trustee
	
40

	
Section 11.03.
	
        Selection by Trustee of Securities to Be
Redeemed
	
40

	
Section 11.04.
	
        Notice of Redemption
	
40

	
Section 11.05.
	
        Deposit of Redemption Price
	
41

	
Section 11.06.
	
        Securities Payable on Redemption Date
	
41

	
Section 11.07.
	
        Securities Redeemed in Part
	
42

	 	 	 
	
ARTICLE TWELVE
	
SINKING FUNDS
	
42

	 	 	 
	
Section 12.01.
	
        Applicability of Article
	
42

	
Section 12.02.
	
        Satisfaction of Sinking Fund Payments with
Securities
	
42

	
Section 12.03.
	
        Redemption of Securities for Sinking Fund
	
42

	 	 	 



                                                   ii






TABLE OF CONTENTS 
Cont'd


	 	 	
PAGE

	
ARTICLE THIRTEEN
	
DEFEASANCE AND COVENANT DEFEASANCE
	
42

	 	 	 
	
Section 13.01.
	
        Company's Option to Effect Defeasance or Covenant
Defeasance
	
42

	
Section 13.02.
	
        Defeasance and Discharge
	
43

	
Section 13.03.
	
        Covenant Defeasance
	
43

	
Section 13.04.
	
        Conditions to Defeasance or Covenant
Defeasance
	
43

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

	
45

	
Section 13.06.
	
        Reinstatement
	
45

	 	 	 
	
ARTICLE FOURTEEN
	
SUBORDINATION OF SECURITIES
	
45

	 	 	 
	
Section 14.01.
	
        Securities Subordinate to Senior Debt
	
45

	
Section 14.02.
	
        Payment Over of Proceeds Upon Dissolution,
Etc
	
45

	
Section 14.03.
	
        No Payment When Senior Debt in Default
	
46

	
Section 14.04.
	
        Payment Permitted If No Default
	
47

	
Section 14.05.
	
        Subrogation to Rights of Holders of Senior
Debt
	
47

	
Section 14.06.
	
        Provisions Solely to Define Relative
Rights
	
47

	
Section 14.07.
	
        Trustee to Effectuate Subordination
	
48

	
Section 14.08.
	
        No Waiver of Subordination Provisions
	
48

	
Section 14.09.
	
        Notice to Trustee
	
48

	
Section 14.10.
	
        Reliance on Judicial Order or Certificate of Liquidating
Agent
	
48

	
Section 14.11.
	
        Trustee Not Fiduciary for Holders of Senior
Debt
	
49

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

	
49

	
Section 14.13.
	
        Article Applicable to Paying Agents
	
49





   

   

   


                                                   iii








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


	 	 	 
	
Trust Indenture Act Section
	 	
Indenture Section

	

ss.310(a)(1)

	 	
609

	

(a)(2)

	 	
609

	

(a)(3)

	 	
Not Applicable

	

(a)(4)

	 	
Not Applicable

	

(b)

	 	
608

	

ss.311(a)

	 	
613

	

(b)

	 	
613

	

ss.312(a)

	 	
701

	

(b)

	 	
702

	

(c)

	 	
702

	

ss.313(a)

	 	
703

	

(b)

	 	
703

	

(c)

	 	
703

	

(d)

	 	
703

	

ss.314(a)

	 	
704

	

(a)(4)

	 	
101

	

(b)

	 	
Not Applicable

	

(c)(1)

	 	
102

	

(c)(2)

	 	
102

	

(c)(3)

	 	
Not Applicable

	

(d)

	 	
Not Applicable

	

(e)

	 	
102

	

ss.315(a)

	 	
601

	

(b)

	 	
602

	

(c)

	 	
601

	

(d)

	 	
601

	

(e)

	 	
514

	

ss.316(a)

	 	
101

	

(a)(1)(A)

	 	
502

	

(a)(1)(B)

	 	
513

	

(a)(2)

	 	
Not Applicable

	

(b)

	 	
508

	

(c)

	 	
104

	

ss.317(a)(1)

	 	
503

	

(a)(2)

	 	
504

	

(b)

	 	
1003

	

ss.318(a)

	 	
107




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

 


                                                   iv







[SENIOR/SUBORDINATED] INDENTURE, dated as of
                  
  , between 8x8, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein
called the "Company" ), having its principal office at 2125 O'Nel Drive, San Jose, CA  95131, and
                  
  , a national banking association, as Trustee (herein called the "Trustee").

RECITALS OF THE
COMPANY

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

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

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions.

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

	the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the
singular;
	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;
	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted
accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are
generally accepted at the Issue Date;
	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;
	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; 
	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; 
	"including" means including without limitation;
	when used with respect to any Security, the words "convert," "converted" and "conversion" are
intended to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property
in accordance with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 301, and these
words are not intended to refer to any right of the Holder or the Company to exchange such Security for other Securities of the same
series and like tenor pursuant to Section 304, 305, 306, 906 or 1107 or another similar provisions of this Indenture, unless the context
otherwise requires; and references herein to the terms of any Security that may be converted mean such terms as may be specified for
such Security as contemplated in Section 301; and  
	unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other
modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited
by the terms of this Indenture.




                                                   Exh. 4.1 - 1






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

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

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


"Applicable Procedures" means, with respect to a Depositary, as to any matter at any time, the policies
and procedures of such Depositary, if any, that are applicable to such matter at such time.

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

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

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

"Business Day", when used with respect to any Place of Payment, unless otherwise specified as
contemplated by Section 301, any day, other than a Saturday or Sunday, which is not a day on which banking institutions in that Place
of Payment are authorized or obligated by law or executive order to close.

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

"Capital Stock" means (i) in the case of a corporation, capital stock, (ii) in the case of any
association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) or capital
stock and (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or
limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

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

Group, and in each case maturing within twelve months after the date of acquisition, and (vi) money market funds at least
95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i)-(v) of this definition.

"Change of Control" means the occurrence of any of the following:

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

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


                                                   Exh. 4.1 - 2







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

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

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

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

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

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

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


"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by an Officer of the Company (or any Person designated in writing as authorized to execute and
deliver Company Requests and Company Orders), and delivered to the Trustee.

"Corporate Trust Office" means the principal office of the Trustee in  which at any particular time its
corporate trust business shall be conducted (which office is located as of the date of this Indenture at [____________], Attention:
Corporate Trust Services - Administrator for 8x8, Inc., or any other time at such other address as the Trustee may designate from time
to time by notice to the Company and the Holders, or the principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to the Holders and the Company)).


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

"Covenant Defeasance" has the meaning specified in Section 1303.

"Custodian" has the meaning specified in Section 501.

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

"Defaulted Interest" has the meaning specified in Section 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.

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


                                                   Exh. 4.1 - 3






"Equity Offering" means any public or private sale of Common Stock or preferred stock of the Company
or any of its direct or indirect parents (excluding Disqualified Stock), other than

(1) public offerings with respect to the Company's or any direct or indirect parent's Common Stock registered on Form S-8;
and

(2) any sales to its direct or indirect parents or any of its Subsidiaries.


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

"Event of Default" has the meaning specified in Section 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.

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

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

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

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

"Holder" means a Person in whose name a Security is registered in the Security Register 

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

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

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

"Indenture" means this Indenture 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 Indenture and any such supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this Indenture 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.


                                                   Exh. 4.1 - 4






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

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

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

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

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

"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" means the Chairman of the Board, the Chief Executive Officer, the President or any Vice
President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary
or any Assistant Secretary of the Company.

"Officer's Certificate" means a certificate signed by an Officer of the Company and delivered to the
Trustee.

"Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee.
The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.  Opinions of Counsel
required to be delivered under this Indenture may have qualifications customary for opinions of the type required and counsel delivering
such Opinions of Counsel may rely as to factual matters on certificates of the Company or governmental or other officials customary for
opinions of the type required.

"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; 

(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; and

(v) Securities as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made
available), or as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as
contemplated in Section 301;


                                                   Exh. 4.1 - 5






provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date,
(A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to
Section 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,
composite currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a
Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and
(D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer 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.

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

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

"Place of Payment", when used with respect to the Securities of any series, means the place or places
where the principal of and premium, if any, and interest on the Securities of such 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 any Vice President, any assistant
Vice President, any associate, any associate treasurer, any trust officer, or any other officer associated with the corporate trust
department of the Trustee customarily performing functions similar to those performed by any of the above designated officers who at
the time shall be such officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of such person's knowledge of and familiarity with the particular subject.

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

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


                                                   Exh. 4.1 - 6






"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.

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

"Senior Debt" means

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

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

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


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

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

"Trustee" means the Person named as the "Trustee" in the first paragraph of
this Indenture 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.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this
Indenture 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.


                                                   Exh. 4.1 - 7






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

"U.S. Government Obligation" has the meaning specified in Section 1304.

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

Section 1.02. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the
Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an 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;

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

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

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

Section 1.03. Form of Documents Delivered to Trustee.

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

Any certificate or opinion of an Officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which such Officer's 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.


                                                   Exh. 4.1 - 8






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 1.04. Acts of Holders; Record Dates.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to
be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person, by proxy or proxies or by an 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 the execution thereof. Where such execution is by a Person
acting in a capacity other than such Person's individual capacity, such certificate or affidavit shall also constitute sufficient proof of such
Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

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

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

The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series
entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set
a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making any notice, declaration,
request or any 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 511, 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


                                                   Exh. 4.1 - 9







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.


With respect to any record date set pursuant to this Section, the party hereto which sets such record
dates 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 hereto 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 which set 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.

In addition to the foregoing, the Trustee agrees to accept and act upon written notice, instructions or directions pursuant to this
Indenture sent by unsecured e-mail in PDF format, facsimile transmission or other similar unsecured electronic methods;
provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written
instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally
executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions.
The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reasonable reliance
upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction.

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

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

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing (which may be by facsimile or by electronic mail in PDF format) to or with the Trustee at its Corporate Trust Office at the location
specified in Section 1.01; 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 (including telecopy) and mailed, first-class postage prepaid, or electronically mailed in PDF format  to
the Company addressed to the attention of the Secretary of the Company at the address of the Company's  principal office specified in
the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.

Section 1.06. Notice to Holders; Waiver.

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


                                                   Exh. 4.1 - 10






If it shall be impracticable to give such notice by mail, then such notification in lieu thereof as shall be made by the Company with
the approval of the Trustee or by the Trustee on behalf of an at the written instruction of the Company shall constitute a sufficient
notification for every purpose hereunder.

Where this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given
to the Depositary for such Security (or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest
date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice.

Section 1.07. Conflict with Trust Indenture Act.

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

Section 1.08. Effect of Headings and Table of Contents.

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

Section 1.09. Successors and Assigns.

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

Section 1.10. Separability Clause.

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

Section 1.11. Benefits of Indenture.

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

Section 1.12. Governing Law.

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

Section 1.13. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security or any date on which a
Holder has the right to convert such Holder's 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 principal and premium, if any, or interest, or the Redemption Price or conversion of such
Security, 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, or on such conversion date. In the case, however, of Securities of a series bearing interest at a floating rate based on the
London interbank offered rate (LIBOR), if any Interest Payment Date (other than the Redemption Date or Stated Maturity) would
otherwise be a date that is not a Business Day, then the Interest Payment Date shall be postponed to the following date which is a
Business Day, unless that Business Day falls in the next succeeding calendar month, in which case the Interest Payment Date will be
the immediately preceding Business Day. No interest shall accrue for the period from and after any such Interest Payment Date,
Redemption Date, Stated Maturity or conversion date, as the case may be, to the date of such payment.


                                                   Exh. 4.1 - 11






Section 1.14. No Recourse Against Others.

A director, officer, employee or stockholder as such of the Company shall not have any liability for any obligations of the
Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the
consideration for the issue of the Securities.

Section 1.15. WAIVER OF JURY TRIAL.

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

Section 1.16. USA PATRIOT Act.

The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company agrees
that it will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA
PATRIOT Act.

ARTICLE TWO

SECURITY FORMS

Section 2.01. Forms Generally.

The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be
established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an
Officer's Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with
applicable tax laws or 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. If all of the Securities of any series established by action taken
pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time
of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance
of the first Security of such series.

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

Section 2.02. Form of Face of Security.  

The face of each of the Securities shall contain substantially the following information and text, except as provided otherwise
pursuant to a Board Resolution:

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

__________________________________

__________________________________

No.
________                 
                    
   
                   
     $___________


8x8, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the
"Company", which term includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
                  
  , or registered assigns, the principal sum of
                  
   Dollars on
                  
   [if


                                                   Exh. 4.1 - 12







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

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

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

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

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


	 	 	 
	Dated:               
                    
   
                   
         

	
 
	
    8x8, Inc.

	 	 
	Attest:

	
 
	 
	 	
 
	
    By:            
                   
    
                   
                   
    

	 	 
	
                 
                   
   
                   
                   
    
	
 
	
    Title:            
                   
   
                   
                   
    

	Title:

	
 
	 



Section 2.03. Form of Reverse of Security.

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


                                                   Exh. 4.1 - 13






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



	 	 	 	 	 	 	 
	

Year

	
    
	
Redemption Price
	
  
	
Year
	
    
	
Redemption Price




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

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



	 	 	 	 	 	 	 
	
Year
	
 
	
Redemption Price for

                  Redemption Through

Operation of the Sinking

                  Fund
	
 
	
 
	
 
	
Redemption Otherwise

Than Through Operation of

                  the Sinking Fund

	 	
 
	 	
 
	 	
 
	 
	 	
 
	 	
 
	 	
 
	 



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

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

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

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

The indebtedness evidenced by this Security is, to the extent set forth in the Indenture, subordinate and subject in right of payment
to the prior payment in full in cash or Cash Equivalents of all Senior Debt, and this Security is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take


                                                   Exh. 4.1 - 14







such action as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.


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


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

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

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

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such
Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or premium, if any, 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 premium, if any, 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 premium, if any, and interest on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated transferee or transferees.

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


                                                   Exh. 4.1 - 15







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

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

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

Section 2.04. Form of Legend for Global Securities.

Unless otherwise specified as contemplated by Section 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 DEPOSITORY TRUST
COMPANY ("DTC") TO THE COMPANY 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.


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

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

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


	 	 	 
	 	 
	 	
 
	
______________________

	 	
 
	
As Trustee

	 	 
	
By:
	
 
	
___________________

	 	
 
	
Authorized
Signatory




ARTICLE THREE

THE SECURITIES

Section 3.01. Amount Unlimited; Issuable in Series.

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

The Securities may be issued in one or more series. There shall be established in or pursuant to (a) a Board Resolution or pursuant
to authority granted by a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an
Officer's Certificate, or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series;

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

(b) the limit, if any, on the aggregate principal amount of the Securities of the series which may be authenticated and


                                                   Exh. 4.1 - 16







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;

(d) whether the Securities rank as senior Securities or subordinated Securities and the terms of any such subordination;

(e) the date or dates on which the principal of any Securities of the series is payable or the method used to determine or extend
those dates;

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

(g) the place or places where the principal of and premium, if any, and interest on any Securities of the series shall be payable and
the manner in which any payment may be made;

(h) 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;

(i) the obligation or the right, 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;

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

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

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

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


                                                   Exh. 4.1 - 17






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

(o) 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);

(p) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302
or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the
Company to defease such Securities shall be evidenced;

(q) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by
any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of
those set forth in Clause (2) 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 and any other provisions governing
exchanges or transfers of such Global Securities;

(r) 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;

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

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

(u) whether the Securities of the series will be guaranteed by any Person or Persons and, if so, the identity of such Person or
Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon
which such guarantees may be subordinated to other indebtedness of the respective guarantors;

(v) whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such
Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of
the Company or any guarantor;

(w) if other than Wells Fargo Bank, National Association is to act as Trustee for the Securities of such series, the name and
Corporate Trust Office of such Trustee; and

(x) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 901(e)).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided
in or pursuant to the Board Resolution referred to above or pursuant to authority granted by one or more Board Resolutions 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.

All Securities of any one series need not be issued at one time and, unless otherwise 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 pursuant to authority granted by one or more Board Resolutions or in any such indenture supplemental hereto with
respect to a series of Securities, additional Securities of a series may be issued, at the option of the Company, without the consent of
any Holder, at any time and from time to time.

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 3.02. Denominations.

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall
be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


                                                   Exh. 4.1 - 18






Section 3.03. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, its President
or one of its Vice Presidents, its Chief Financial officer, its Treasurer or any of its Assistant Treasurers. The signature on the Securities
may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or
terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or pursuant to authority
granted by 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 form of such Securities has been established by or pursuant to Board Resolution or pursuant to authority granted by one
or more Board Resolutions as permitted by Section 201, that such form has been established in conformity with the provisions of
this Indenture;

(b) if the terms of such Securities have been established by or pursuant to Board Resolution or pursuant to authority granted by one
or more Board Resolutions 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  by the Trustee and issued and delivered 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 (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws of general applicability relating to or affecting creditors' rights generally, (ii) general equitable  principles and (iii)
an implied covenant of good faith and fair dealing.

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

Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be
originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is
increased as contemplated by Section 301, 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 paragraph at or prior
to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

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


                                                   Exh. 4.1 - 19






Section 3.04. Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and, upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the Officer or 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 such 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 such series, without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one
or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.
Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.

Section 3.05. Registration, Registration of Transfer and Exchange.

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

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

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

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

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

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 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 such series (or of such series and specified tenor, as the case
may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

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


                                                   Exh. 4.1 - 20






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

(b) Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as
contemplated by Section 3.01, 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 or no longer
permitted under applicable law to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency
registered under the Exchange Act, (ii) there shall have occurred and be continuing an Event of Default with respect to such
Global Security, (iii) the Company so directs the Trustee by a Company Order or (iv) 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.

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

(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or
any portion thereof, whether pursuant to this Section, Section 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.

(e) Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the
Depositary.

Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer,
exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal
or state securities law.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers
between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.

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

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

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

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

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

Every new Security of any series issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company, whether or not the mutilated,


                                                   Exh. 4.1 - 21







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 such series duly issued hereunder.

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

Section 3.07. Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 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.

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 payable on Securities of a series 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.

In the case of any Security which is converted after any Regular Record Date and on or prior to the next succeeding Interest
Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on
such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or made available for payment) 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 such Regular Record Date. Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of
conversion of such Security shall not be payable. Notwithstanding the foregoing, the terms of any Security that may be converted may
provide that the provisions of this paragraph do not apply, or apply with such additions, changes or omissions as may be provided
thereby, to such Security.

Section 3.08. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name such Security is registered as the owner of such


                                                   Exh. 4.1 - 22







Security for the purpose of receiving
payment of principal of and premium, if any, 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 3.09. Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion 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 in accordance with its customary procedures. The Trustee shall provide the
Company a list of all Securities that have been cancelled from time to time as requested in writing by the Company.

Section 3.10. 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 3.11. CUSIP Numbers.

The Company in issuing any series of the Securities may use "CUSIP" or "ISIN" numbers and/or other
similar numbers, if then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of
redemption with respect to such series; 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 of such series 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 of such series, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Trustee shall be notified in writing of any change in the "CUSIP" or
"ISIN" numbers.

Section 3.12. Original Issue Discount.

If any of the Securities is an Original Issue Discount Security, the Company shall file with the Trustee promptly at the end of
each calendar year (1) a written notice specifying the amount of original issue discount (including daily rates and accrual periods)
accrued on such Outstanding Original Issue Discount Securities as of the end of such year and (2) such other specific information
relating to such original issue discount as may then be relevant under the Internal Revenue Code.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in
such Company Request (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 as to such series, when

(a) either:

(i) all Securities of such series theretofore authenticated and delivered (other than (A) Securities which have been mutilated,
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


                                                   Exh. 4.1 - 23







in the name, and at the
expense, of the Company, and the Company, in the case of (A), (B) or (C) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for principal and premium, if any, and interest to the date of
such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case
may be.

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

(c) the Company has delivered to the Trustee an 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 as to such series have been complied
with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under
Section 607, 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.

Section 4.02. 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 applicable series of 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 premium, if any, and interest for whose payment such
money has been deposited with the Trustee.  All money deposited with the Trustee pursuant to Section 401 (and held by it or any
Paying Agent) for the payment of Securities subsequently converted into other property shall be returned to the Company upon
Company Request.

ARTICLE FIVE

REMEDIES

Section 5.01. Events of Default.


Except as may otherwise be provided pursuant to 3.01 for Securities of any series, an "Event of
Default", wherever used herein with respect to Securities of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

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

(b) default in the payment of the principal of or premium, if any, on any Security of that series when the same becomes due and
payable at its Stated Maturity, upon optional redemption, upon declaration or otherwise; or

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

(d) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

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

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

(ii) a decree or order adjudging the Company or any such Restricted Subsidiary a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any such Restricted
Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or any such


                                                   Exh. 4.1 - 24







Restricted Subsidiary or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and
in effect for a period of 90 consecutive days; or


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

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

Section 5.02. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in Section 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 25% in
aggregate principal amount of the Outstanding Securities of such series may declare the principal amount of all the Securities of such
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 the Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of such series (or, in the case of any Securities of such series
which specifies an amount to be due and payable thereon upon acceleration of the Stated Maturity thereof, such amount 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.  Upon payment of such amount, all obligations of the Company in respect of the payment of
principal and interest of the Securities of such series shall terminate.

Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, at any time after such
a declaration of acceleration with respect to the 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 aggregate
principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may waive any
existing Event of Default, or rescind and annul such declaration,  and its consequences under this Indenture except a continuing Event
of Default in payment of interest or premium on, or the principal of, the Notes.

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

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

Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if:

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


(b) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will,
upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities,


                                                   Exh. 4.1 - 25







the whole amount then due and
payable on such Securities for principal and 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 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 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 5.04. Trustee May File Proofs of Claim.

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

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

Section 5.05. Trustee May Enforce Claims Without Possession of Securities.

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

Section 5.06. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of principal or premium, if any, 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;

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

THIRD: To the payment of the amounts then due and unpaid for principal of and premium, if any, 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 premium, if any, and interest, respectively.

FOURTH: To the payment of the remainder, if any, to the Company.


                                                   Exh. 4.1 - 26






Section 5.07. Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy
hereunder, unless

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

(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

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

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

it being understood and intended and being expressly covenanted by the taker and holder of every Security, with every other taker
and holder with the Trustee that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain
priority or preference over any other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such Holders) or to enforce any right under this Indenture, except
in the manner herein provided and for the equal and ratable benefit of all of such Holders.

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

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

Section 5.09. Restoration of Rights and Remedies.

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

Section 5.10. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 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 5.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every
right and remedy given by this Article or by law to the Trustee or to the Holders


                                                   Exh. 4.1 - 27







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.

Section 5.12. Control by Holders.

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such series, provided that

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

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

Section 5.13. Waiver of Past Defaults.

The Holders of not less than a majority in aggregate 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 premium, if any, or interest on any Security of such series; or

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

Section 5.14. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, a court in its discretion may require any party litigant in such suit to file an undertaking to pay
the costs of such suit, and may assess reasonable costs, including reasonable attorney's fees and expenses, 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 or the Trustee, a suit by a Holder under Section 508, or a suit by Holders of more than 25% in aggregate principal amount of
the Outstanding Securities.

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

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

ARTICLE SIX

THE TRUSTEE

Section 6.01. Certain Duties and Responsibilities.

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


                                                   Exh. 4.1 - 28






Section 6.02. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any series and is continuing and if it is actually known to the Trustee,
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.  Except in the case of a Default in payment of principal of or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as it in good faith determines that the withholding of such notice is in the interest of the Holders of
Securities of such series; and provided, further, , that in the case of any default of the character specified in clause (d) of
Section 501 with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 6.03. Certain Rights of Trustee.

Subject to the provisions of Section 601:

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

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

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

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

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

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

(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; and

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

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

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


                                                   Exh. 4.1 - 29






Section 6.05. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 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 6.06. Money Held in Trust.

Money held by the Trustee in trust hereunder shall, until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

Section 6.07. Compensation and Reimbursement.

The Company agrees

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

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

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

The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of
Securities.

The provisions of this Section 607 shall survive the termination of this Indenture and the resignation or removal of the Trustee.

Section 6.08. Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by
virtue of being a trustee under this Indenture with respect to Securities of more than one series [or a trustee under - list here any prior
indentures between the Company and the Trustee that have not been satisfied and discharged and that may be excluded by the
proviso to Section 310(b)(1) of the Trust Indenture Act].

Section 6.09. Corporate Trustee Required; Eligibility.

There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be
Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such, and has a combined capital and surplus of at least
$         and has its Corporate Trust Office in the Borough of Manhattan, The
City of New York or any other city in the United States that is acceptable to the Company. 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 annual 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.


                                                   Exh. 4.1 - 30






Section 6.10. Resignation and Removal; Appointment of Successor.

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

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
aggregate principal amount of the Outstanding Securities of such series, upon written notice delivered to the Trustee and 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 removal, the Trustee being removed may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

If at any time:

(a) 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

(b) 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

(c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, Holders of 25% in aggregate principal amount of
Securities of any series who have been bona fide Holders of such Securities for at least six months may, on behalf of
themselves 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 aggregate 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 and
accepted appointment in the manner required by Section 611, Holders of 25% in aggregate principal amount of Securities of any
series who have been bona fide Holders of such Securities of such series for at least six months may, on behalf of themselves
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.


                                                   Exh. 4.1 - 31






Section 6.11. Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee a written 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 a written 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 6.12. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that 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, consolidation or sale 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; and in
case at that time any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall
have.

Section 6.13. Preferential Collection of Claims Against Company.

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


                                                   Exh. 4.1 - 32






Section 6.14. Appointment of Authenticating Agent.

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

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

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

	 	 
	
By
	
 
	
_______________________

	 	
 
	
As Authenticating Agent

	 	 
	
By
	
 
	
_______________________

	 	
 
	
Authorized Officer






                                                   Exh. 4.1 - 33






ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

(a) semi-annually with respect to Securities of each series upon such dates as are set forth in or pursuant to the Board Resolution
or indenture supplemental hereto authorizing such series, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of each series as of the preceding December 31 or June 30, as the case may be,
and

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

provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be
furnished.

Section 7.02. Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in
the most recent list furnished to the Trustee as provided in Section 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 7.03. Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.  If required by Section 313(a) of
the Trust Indenture Act, the Trustee shall, within sixty days after each July 15 following the date of the initial issuance of Securities
under this Indenture deliver to Holders a brief report, dated as of such July 15, which complies with the provisions of such Section
313(a).

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

Section 7.04. Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is
so required to be filed with the Commission. Delivery of reports, information and documents to the Trustee is for informational purposes
only and shall not constitute a representation or warranty as to the accuracy or completeness of the reports, information and
documents. The Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).


                                                   Exh. 4.1 - 34






ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

The Company may consolidate with or merge with or into, or sell, transfer, lease or convey all or substantially all of its
properties and assets to, in one transaction or a series of related transactions, any other Person, provided that:


(a) the Company shall be the continuing entity, or the resulting, surviving or transferee Person shall be a corporation, partnership,
trust or other entity organized and validly existing under the laws of any domestic or foreign jurisdiction, and such successor Person (if
not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and, for each Security
that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms;

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
and

(c) the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, transfer, lease or conveyance and such supplemental indenture, if any, complies with this Indenture
(except that such Opinion of Counsel need not opine as to clause (b) above).

Section 8.02. Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, sale,
transfer or lease of all or substantially all of the properties and assets of the Company, in each case, in accordance with
Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such
conveyance, sale, 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 an original party to this Indenture, and the
Company shall be released from all of its liabilities, obligations and covenants under this Indenture and the Securities.


ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Holders.

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

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

(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; 

(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); 

(d)to add one or more guarantees for the benefit of Holders of the Securities; 

(e)to secure the Securities;

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

(g) 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; 


                                                   Exh. 4.1 - 35






(h) 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;


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

(j) 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; 

(k) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture
Act, as amended;

(l) to conform any provision of this Indenture, any supplemental indenture, one or more series of Securities or any related
guarantees or security documents to the description of such securities contained in our prospectus, prospectus supplement, offering
memorandum or similar document with respect to the offering of the Securities of such series to the extent that such description was
intended to be a verbatim recitation of a provision in this Indenture, such securities or any related guarantees or security documents,
and as evidenced by an Officer's Certificate;

(m) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance,
covenant defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article Four, provided that any such
action shall not adversely affect the interests of any Holder of a Security of such series and any Coupons appertaining thereto or any
other Security or Coupon in any material respect; or 

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

Section 9.02. Supplemental Indentures With Consent of Holders.

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each
series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for
Securities), by Act of said Holders delivered to the Company and the Trustee, the Company 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 of such series 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 of any Security, 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;

(b) reduce any premium payable upon the redemption of or change the date on which any Security may or must be redeemed;

(c) change and Place of Payment or the coin or currency in which the principal of or premium, if any, or interest on any Security is
payable;

(d) impair the right of any Holder 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); 

(e) modify the provisions of this Indenture with respect to the subordination of the Securities in a manner materially adverse to the
Holders; 

(f) 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


                                                   Exh. 4.1 - 36







(of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; 

(g) modify any of the provisions of this Section, Section 513 or Section 1009, 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 1009, or the deletion of this proviso, in accordance with the requirements of Section 611 and clause (h) of
Section 901; or

(h) if the Securities of any series are convertible into or for any other securities or property of the Company, make any change that
adversely affects in any material respect the right to convert any Security of such series (except as permitted by Section 901) or
decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase is
permitted by the terms of such Security.

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.

Anything in this Indenture to the contrary notwithstanding, if more than one series of Securities is Outstanding, the Company and
the Guarantors shall be entitled to enter into a supplemental indenture under this Section 902 with respect to any one or more series of
Outstanding Securities without entering into a supplemental indenture with respect to any other series of Outstanding Securities.

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 the Trust Indenture Act shall approve the substance thereof.

Section 9.03. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel or Officer's Certificate 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 9.04. Effect of Supplemental Indentures.

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

Section 9.05. Conformity with Trust Indenture Act.

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

Section 9.06. Reference in Securities to Supplemental Indentures.

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


                                                   Exh. 4.1 - 37






ARTICLE TEN

COVENANTS

Section 10.01. Payment of Principal, Premium, if any, 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 premium, if any, and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.
Principal and interest shall be considered paid on the date due if, on or before 11:00 a.m. (New York City time) on such date, the
Trustee or the Paying Agent (or, if the Company or any Subsidiary is the Paying Agent, the segregated account or separate trust fund
maintained by the Company or such Subsidiary pursuant to Section 1003) holds in accordance with this Indenture money sufficient to
pay all principal and interest then due.

Notwithstanding anything to the contrary contained in this Indenture, the Company or the Paying Agent may, to the extent it is
required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America or other domestic or
foreign taxing authorities from principal or interest payments hereunder.

Section 10.02. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of such
series may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or
exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of
the Securities of such 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.

With respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by
Section 301, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or
surrendered for payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange
therefor; provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures
of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in
accordance with the provisions of this Indenture.

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

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each
due date of the principal of or premium, if any, or interest on any of the Securities of such series, segregate and hold in trust for the
benefit of the Holders of such Securities a sum sufficient to pay the principal and premium, if any, 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 premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such
amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the
Securities of such series) in the making of any payment in respect of the Securities of Such series, upon the written


                                                   Exh. 4.1 - 38







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 such
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.

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

Section 10.04. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date
hereof, an Officer's Certificate, stating whether or not, to the best knowledge of such Officer thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of this Indenture applicable to it(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 such Officer knowledge.

Section 10.05. Existence.

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


Section 10.06. 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 any of Sections 1005 to 1007, inclusive, if before the time for such compliance the Holders of
at least a majority in aggregate 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.

ARTICLE ELEVEN

OPTIONAL REDEMPTION OF SECURITIES

Section 11.01. Applicability of Article.

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


                                                   Exh. 4.1 - 39






Section 11.02. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or an Officer's Certificate 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 45 days prior to but no more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior
to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer's Certificate evidencing compliance with such restriction.

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

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

If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected
for redemption. Securities which have been converted during a selection of securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.

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

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

Section 11.04. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to
the Redemption Date (or within such period as otherwise specified as contemplated by Section 301 for Securities of a series), to each
Holder of Securities to be redeemed, at such Holder's address appearing in the Security Register.

All notices of redemption shall identify the Securities to be redeemed and shall state:

(a) the Redemption Date;

(b) the Redemption Price (or the method of calculating such 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;


                                                   Exh. 4.1 - 40






(d) for any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the
Security to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion;;

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

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

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

(h) if applicable, the CUSIP numbers of the Securities of such series; provided, however, that no representation will be made as to
the correctness or accuracy of the CUSIP number, or any similar number, if any, listed in such notice or printed on the Securities.


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 written request (which may be rescinded or revoked at any time prior to the time at which the Trustee shall have given such
notice to the Holders), by the Trustee in the name and at the expense of the Company.  The notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to
give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other Securities.

Notice of redemption upon any Equity Offering or in connection with a transaction (or series of related transactions) that constitute a
Change of Control may, at the Company's option and discretion, be subject to one or more conditions precedent, including, but not
limited to, completion of an Equity Offering or Change of Control, as the case may be.

Section 11.05. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date or the Securities of the series provide
otherwise) accrued interest on, all the Securities which are to be redeemed on that date, other than Securities or portions of Securities
called for redemption which are owned by the Company or a Subsidiary and have been delivered by the Company or such Subsidiary
to the Trustee for cancellation. All money, if any, earned on funds held by the Paying Agent shall be remitted to the Company. In
addition, the Paying Agent shall promptly return to the Company any money deposited with the Paying Agent by the Company in
excess of the amounts necessary to pay the Redemption Price of, and accrued interest, if any, on, all Securities to be redeemed.

If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so
segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any
Predecessor Security to receive interest as provided in the last paragraph of Section 307 or in the terms of such Security) be paid to the
Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Section 11.06. Securities Payable on Redemption Date.

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


                                                   Exh. 4.1 - 41






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

Section 11.07. Securities Redeemed in Part.

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

ARTICLE TWELVE

SINKING FUNDS

Section 12.01. Applicability of Article.

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

The minimum amount of any sinking fund payment provided for by the terms of any series of 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 series of 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 of the series as provided for by the
terms of such Securities.

Section 12.02. Satisfaction of Sinking Fund Payments with Securities.

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

Section 12.03. Redemption of Securities for Sinking Fund.

Not less than 30 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an
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 13.01. Company's Option to Effect Defeasance or Covenant Defeasance.

Unless otherwise provided as contemplated by Section 301, Sections 1302 and 1303 shall apply to all Securities and each
series of Securities, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set forth below


                                                   Exh. 4.1 - 42







in this Article XIII; and the Company may
elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities,
as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in
accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board Resolution, Officer's Certificate or in another manner specified as
contemplated by Section 301 for such Securities.


Section 13.02. Defeasance and Discharge.

Upon the Company's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as
the case may be, the Company shall be deemed to have been discharged from its obligations, with respect to such Securities as
provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Securities when
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 (if any) to have this Section applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 1303 applied to such Securities.

Section 13.03. Covenant Defeasance.

Upon the Company's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as
the case may be, (a) the Company shall be released from its obligations under clause (c) of Section 801, Sections
1006 through 1008, inclusive, 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 (d) of Section 501 (with respect to any of clause (c) of Section 801, Sections 1006 through 1008,
inclusive, and any such covenants provided pursuant to clause (r) of Section 301 or clause (b) or (g) of
Section 901 shall be deemed not to be or result in an Event of Default, in each case will respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company
may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section
(to the extent so specified in the case of clause (d) of Section 501), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any reference in any such Section or Article to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

Section 13.04. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of Section 1302 or Section 1303 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
benefits of the Holders of such Securities, (i) money in an amount, or (ii) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before
the due date of any payment, money in an amount, or (iii) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of
and premium, if any, and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture
and such Securities. As used herein, "U.S. Government Obligation" means (x) any security which is
(i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of
America is pledged or (ii) an obligation of a Person controlled or supervised by and


                                                   Exh. 4.1 - 43







acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of
America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

(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, and based thereon such opinion shall
confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to
occur.

(c) In the event of an election to have Section 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 such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect
to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.

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

(e) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or
any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in
clause (e) or (f) of Section 501, at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such 90th day).

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

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

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

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

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


                                                   Exh. 4.1 - 44






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

Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306,
the Trustee and any such other trustee are referred to collectively 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 money so held in trust need not be segregated from other funds except to the
extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 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 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any
Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

Section 13.06. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to
Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to
such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to
Section 1305 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any
payment of principal of or premium, if any, or interest on any such Security following such reinstatement of its obligations, the Company
shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

[IF SUBORDINATED INDENTURE:]


ARTICLE
FOURTEEN

SUBORDINATION OF SECURITIES

Section 14.01. Securities Subordinate to Senior Debt.

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

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

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


                                                   Exh. 4.1 - 45







Securities or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the
Company (all such payments, distributions, purchases and acquisitions herein referred to, individually and collectively, as a

"Securities Payment"), and to that end the holders of Senior Debt shall be entitled to receive, for application
to the payment thereof, any Securities Payment which may be payable or deliverable in respect of the Securities in any such
Proceeding.

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

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

Section 14.03. No Payment When Senior Debt in Default.

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

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


                                                   Exh. 4.1 - 46







to declare such Senior Debt due and payable prior to the date on which it would otherwise become due and
payable, other than a Senior Payment Default.

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

In the event that, notwithstanding the foregoing, the Company shall make any Securities Payment to the Trustee or any Holder
prohibited by the foregoing provisions of this Section, then and in such event, subject to Section 1404, such Securities Payment
shall be paid over and delivered forthwith to the holders of the Senior Debt remaining unpaid, to the extent necessary to pay in full all
the Senior Debt.

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

Section 14.04. Payment Permitted If No Default.

Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company,
at any time except during the pendency of any Proceeding referred to in Section 1402 or under the conditions described in
Section 1403, from making Securities Payments, or (b) the application by the Trustee of any money deposited with it
hereunder to Securities Payments or the retention of such Securities Payment by the Holders, if, at the time of such application by the
Trustee, it did not have knowledge that such Securities Payment would have been prohibited by the provisions of this Article.

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

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

Section 14.06. Provisions Solely to Define Relative Rights.

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


                                                   Exh. 4.1 - 47






Section 14.07. Trustee to Effectuate Subordination.

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

Section 14.08. No Waiver of Subordination Provisions.

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

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

Section 14.09. Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the
principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such
date.

Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a
holder of Senior Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the
Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held
by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent
to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment.


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

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


                                                   Exh. 4.1 - 48







other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article.


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

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

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

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

Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

Section 14.13. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term "Trustee" as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if
such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Section 1414 shall
not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

Section 14.14. Defeasance of this Article Fourteen.

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

* **

This Indenture 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.  The exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the
original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes.

[Signatures on following page]

 


                                                   Exh. 4.1 - 49







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

 

SIGNATURES

 

 

	
Dated as of _____
	
 ISSUER:

8x8, INC.

 

	 	
By: _______________________

       Name:

   Title:

	 	
TRUSTEE

   [        ]. AS TRUSTEE

	 	
By: _______________________

       Name:

   Title:






                                                   Exh. 4.1 - 50