Exhibit 4.1

         


      
        

      

      
        

      

      AUDIOCODES
LTD.

    

    ISSUER

    


    AND

    


    [·]

    TRUSTEE

       


    
      
         

    
      INDENTURE

      


      DATED AS
OF [·]

          


        
          

        

           

      

    

    
      SENIOR
DEBT SECURITIES

      


      
        

        

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 	 
      	 	
                                                    Page

                                                  
	 
      	 	 
      	 	 
      
	
                                                    ARTICLE
      1

                                                  
	
                                                    DEFINITIONS

                                                  
	 	 	 	 	 
	
                                                    SECTION
      1.01

                                                  	 	
                                                    Definitions
      of Terms

                                                  	 	
                                                    1

                                                  
	
                                                    ARTICLE
      2

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

                                                  
	 	 	 	 	 
	
                                                    SECTION
      2.01

                                                  	 	
                                                    Designation
      and Terms of Securities

                                                  	 	
                                                    5

                                                  
	
                                                    SECTION
      2.02

                                                  	 	
                                                    Form
      of Securities and Trustee’s Certificate

                                                  	 	
                                                    7

                                                  
	
                                                    SECTION
      2.03

                                                  	 	
                                                    Denominations;
      Provisions for Payment

                                                  	 	
                                                    8

                                                  
	
                                                    SECTION
      2.04

                                                  	 	
                                                    Execution
      and Authentication

                                                  	 	
                                                    9

                                                  
	
                                                    SECTION
      2.05

                                                  	 	
                                                    Registration
      of Transfer and Exchange

                                                  	 	
                                                    10

                                                  
	
                                                    SECTION
      2.06

                                                  	 	
                                                    Temporary
      Securities

                                                  	 	
                                                    11

                                                  
	
                                                    SECTION
      2.07

                                                  	 	
                                                    Mutilated,
      Destroyed, Lost or Stolen Securities

                                                  	 	
                                                    12

                                                  
	
                                                    SECTION
      2.08

                                                  	 	
                                                    Cancellation

                                                  	 	
                                                    12

                                                  
	
                                                    SECTION
      2.09

                                                  	 	
                                                    Benefits
      of Indenture

                                                  	 	
                                                    13

                                                  
	
                                                    SECTION
      2.10

                                                  	 	
                                                    Authenticating
      Agent

                                                  	 	
                                                    13

                                                  
	
                                                    SECTION
      2.11

                                                  	 	
                                                    Global
      Securities

                                                  	 	
                                                    14

                                                  
	 
	
                                                    ARTICLE
      3

                                                  
	
                                                    REDEMPTION
      OF SECURITIES AND SINKING FUND PROVISIONS

                                                  
	 	 	 	 	 
	
                                                    SECTION
      3.01

                                                  	 	
                                                    Redemption

                                                  	 	
                                                    15

                                                  
	
                                                    SECTION
      3.02

                                                  	 	
                                                    Notice
      of Redemption

                                                  	 	
                                                    15

                                                  
	
                                                    SECTION
      3.03

                                                  	 	
                                                    Payment
      Upon Redemption

                                                  	 	
                                                    16

                                                  
	
                                                    SECTION
      3.04

                                                  	 	
                                                    Sinking
      Fund

                                                  	 	
                                                    16

                                                  
	
                                                    SECTION
      3.05

                                                  	 	
                                                    Satisfaction
      of Sinking Fund Payments with Securities

                                                  	 	
                                                    17

                                                  
	
                                                    SECTION
      3.06

                                                  	 	
                                                    Redemption
      of Securities for Sinking Fund

                                                  	 	
                                                    17

                                                  
	 
	
                                                    ARTICLE
      4

                                                  
	
                                                    COVENANTS

                                                  
	 	 	 	 	 
	
                                                    SECTION
      4.01

                                                  	 	
                                                    Payment
      of Principal, Premium and Interest

                                                  	 	
                                                    17

                                                  
	
                                                    SECTION
      4.02

                                                  	 	
                                                    Maintenance
      of Office or Agency

                                                  	 	
                                                    18

                                                  
	
                                                    SECTION
      4.03

                                                  	 	
                                                    Paying
      Agents

                                                  	 	
                                                    18

                                                  
	
                                                    SECTION
      4.04

                                                  	 	
                                                    Appointment
      to Fill Vacancy in Office of Trustee

                                                  	 	
                                                    19

                                                  
	
                                                    SECTION
      4.05

                                                  	 	
                                                    Compliance
      with Consolidation Provisions

                                                  	 	
                                                    19

                                                  
	 
	
                                                    ARTICLE
      5

                                                  
	
                                                    SECURITYHOLDERS’
      LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

                                                  
	 	 	 	 	 
	
                                                    SECTION
      5.01

                                                  	 	
                                                    Company
      to Furnish Trustee Names and Addresses of Securityholders

                                                  	 	
                                                    20

                                                  
	
                                                    SECTION
      5.02

                                                  	 	
                                                    Preservation
      of Information; Communications with Securityholders

                                                  	 	
                                                    20

                                                  
	
                                                    SECTION
      5.03

                                                  	 	
                                                    Reports
      by the Company

                                                  	 	
                                                    20

                                                  
	
                                                    SECTION
      5.04

                                                  	 	
                                                    Reports
      by the Trustee

                                                  	 	
                                                    21

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    TABLE
OF CONTENTS

    (continued)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	 	 
      	 	
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                                                ARTICLE
      6

                                              
	
                                                REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

                                              
	 	 	 	 	 
	
                                                SECTION
      6.01

                                              	 	
                                                Events
      of Default

                                              	 	
                                                21

                                              
	
                                                SECTION
      6.02

                                              	 	
                                                Collection
      of Indebtedness and Suits for Enforcement by Trustee

                                              	 	
                                                23

                                              
	
                                                SECTION
      6.03

                                              	 	
                                                Application
      of Moneys Collected

                                              	 	
                                                24

                                              
	
                                                SECTION
      6.04

                                              	 	
                                                Limitation
      on Suits

                                              	 	
                                                25

                                              
	
                                                SECTION
      6.05

                                              	 	
                                                Rights
      and Remedies Cumulative; Delay or Omission Not Waiver

                                              	 	
                                                25

                                              
	
                                                SECTION
      6.06

                                              	 	
                                                Control
      by Securityholders

                                              	 	
                                                26

                                              
	
                                                SECTION
      6.07

                                              	 	
                                                Undertaking
      to Pay Costs

                                              	 	
                                                26

                                              
	 
	
                                                ARTICLE
      7

                                              
	
                                                CONCERNING
      THE TRUSTEE

                                              
	 	 	 	 	 
	
                                                SECTION
      7.01

                                              	 	
                                                Certain
      Duties and Responsibilities of Trustee

                                              	 	
                                                27

                                              
	
                                                SECTION
      7.02

                                              	 	
                                                Certain
      Rights of Trustee

                                              	 	
                                                28

                                              
	
                                                SECTION
      7.03

                                              	 	
                                                Trustee
      Not Responsible for Recitals or Issuance or Securities

                                              	 	
                                                29

                                              
	
                                                SECTION
      7.04

                                              	 	
                                                May
      Hold Securities

                                              	 	
                                                29

                                              
	
                                                SECTION
      7.05

                                              	 	
                                                Moneys
      Held in Trust

                                              	 	
                                                29

                                              
	
                                                SECTION
      7.06

                                              	 	
                                                Compensation
      and Reimbursement

                                              	 	
                                                30

                                              
	
                                                SECTION
      7.07

                                              	 	
                                                Reliance
      on Officers’ Certificate

                                              	 	
                                                30

                                              
	
                                                SECTION
      7.08

                                              	 	
                                                Disqualification;
      Conflicting Interests

                                              	 	
                                                31

                                              
	
                                                SECTION
      7.09

                                              	 	
                                                Corporate
      Trustee Required; Eligibility

                                              	 	
                                                31

                                              
	
                                                SECTION
      7.10

                                              	 	
                                                Resignation
      and Removal; Appointment of Successor

                                              	 	
                                                31

                                              
	
                                                SECTION
      7.11

                                              	 	
                                                Acceptance
      of Appointment by Successor

                                              	 	
                                                32

                                              
	
                                                SECTION
      7.12

                                              	 	
                                                Merger,
      Conversion, Consolidation or Succession to Business

                                              	 	
                                                34

                                              
	
                                                SECTION
      7.13

                                              	 	
                                                Preferential
      Collection of Claims against the Company

                                              	 	
                                                34

                                              
	
                                                SECTION
      7.14

                                              	 	
                                                Notice
      of Default

                                              	 	
                                                34

                                              
	 
	
                                                ARTICLE
      8

                                              
	
                                                CONCERNING
      THE SECURITYHOLDERS

                                              
	 	 	 	 	 
	
                                                SECTION
      8.01

                                              	 	
                                                Evidence
      of Action by Securityholders

                                              	 	
                                                34

                                              
	
                                                SECTION
      8.02

                                              	 	
                                                Proof
      of Execution by Securityholders

                                              	 	
                                                35

                                              
	
                                                SECTION
      8.03

                                              	 	
                                                Who
      May Be Deemed Owners

                                              	 	
                                                35

                                              
	
                                                SECTION
      8.04

                                              	 	
                                                Certain
      Securities Owned by Company Disregarded

                                              	 	
                                                36

                                              
	
                                                SECTION
      8.05

                                              	 	
                                                Actions
      Binding on Future Securityholders

                                              	 	
                                                36

                                              
	 
	
                                                ARTICLE
      9

                                              
	
                                                SUPPLEMENTAL
      INDENTURES

                                              
	 	 	 	 	 
	
                                                SECTION
      9.01

                                              	 	
                                                Supplemental
      Indentures Without the Consent of Securityholders

                                              	 	
                                                36

                                              
	
                                                SECTION
      9.02

                                              	 	
                                                Supplemental
      Indentures With Consent of Securityholders

                                              	 	
                                                38

                                              
	
                                                SECTION
      9.03

                                              	 	
                                                Effect
      of Supplemental Indentures

                                              	 	
                                                38

                                              
	
                                                SECTION
      9.04

                                              	 	
                                                Securities
      Affected by Supplemental Indentures

                                              	 	
                                                38

                                              
	
                                                SECTION
      9.05

                                              	 	
                                                Execution
      of Supplemental Indentures

                                              	 	
                                                39

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    TABLE
OF CONTENTS

    (continued)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	 	 
      	 	
                                            Page

                                          
	 
      	 	 
      	 	 
      
	
                                            ARTICLE
      10

                                          
	
                                            SUCCESSOR
      ENTITY

                                          
	 	 	 	 	 
	
                                            SECTION
      10.01

                                          	 	
                                            Company
      May Consolidate, etc

                                          	 	
                                            39

                                          
	
                                            SECTION
      10.02

                                          	 	
                                            Successor
      Entity Substituted

                                          	 	
                                            40

                                          
	
                                            SECTION
      10.03

                                          	 	
                                            Evidence
      of Consolidation, etc. to Trustee

                                          	 	
                                            40

                                          
	 
	
                                            ARTICLE
      11

                                          
	
                                            SATISFACTION
      AND DISCHARGE

                                          
	 	 	 	 	 
	
                                            SECTION
      11.01

                                          	 	
                                            Satisfaction
      and Discharge of Indenture

                                          	 	
                                            41

                                          
	
                                            SECTION
      11.02

                                          	 	
                                            Discharge
      of Obligations

                                          	 	
                                            41

                                          
	
                                            SECTION
      11.03

                                          	 	
                                            Deposited
      Moneys to be Held in Trust

                                          	 	
                                            42

                                          
	
                                            SECTION
      11.04

                                          	 	
                                            Payment
      of Moneys Held by Paying Agents

                                          	 	
                                            42

                                          
	
                                            SECTION
      11.05

                                          	 	
                                            Repayment
      to Company

                                          	 	
                                            42

                                          
	 
	
                                            ARTICLE
      12

                                          
	
                                            IMMUNITY
      OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

                                          
	 	 	 	 	 
	
                                            SECTION
      12.01

                                          	 	
                                            No
      Recourse

                                          	 	
                                            42

                                          
	 
	
                                            ARTICLE
      13

                                          
	
                                            MISCELLANEOUS
      PROVISIONS

                                          
	 	 	 	 	 
	
                                            SECTION
      13.01

                                          	 	
                                            Effect
      on Successors and Assigns

                                          	 	
                                            43

                                          
	
                                            SECTION
      13.02

                                          	 	
                                            Actions
      by Successor

                                          	 	
                                            43

                                          
	
                                            SECTION
      13.03

                                          	 	
                                            Surrender
      of Company Powers

                                          	 	
                                            43

                                          
	
                                            SECTION
      13.04

                                          	 	
                                            Notices

                                          	 	
                                            43

                                          
	
                                            SECTION
      13.05

                                          	 	
                                            Governing
      Law

                                          	 	
                                            44

                                          
	
                                            SECTION
      13.06

                                          	 	
                                            Treatment
      of Securities as Debt

                                          	 	
                                            44

                                          
	
                                            SECTION
      13.07

                                          	 	
                                            Compliance
      Certificates and Opinions

                                          	 	
                                            44

                                          
	
                                            SECTION
      13.08

                                          	 	
                                            Payments
      on Business Days

                                          	 	
                                            44

                                          
	
                                            SECTION
      13.09

                                          	 	
                                            Conflict
      with Trust Indenture Act

                                          	 	
                                            45

                                          
	
                                            SECTION
      13.10

                                          	 	
                                            Counterparts

                                          	 	
                                            45

                                          
	
                                            SECTION
      13.11

                                          	 	
                                            Separability

                                          	 	
                                            45

                                          
	
                                            SECTION
      13.12

                                          	 	
                                            Compliance
      Certificates

                                          	 	
                                            45

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

       

    This
Table of Contents does not constitute part of the Indenture and shall not have
any bearing on the interpretation of any of its terms or
provisions.


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    INDENTURE,
dated as of [·],
between AudioCodes Ltd., a company organized under the laws of Israel (the
“Company”), and
[·],
as trustee (the “Trustee”).

     

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

     

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

     

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

     

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

     

    ARTICLE
1


     

    DEFINITIONS

     

    SECTION
1.01                   Definitions of
Terms.

     

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

     

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

     

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

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    “Company” means
AudioCodes Ltd., a corporation duly organized and existing under the laws of
Israel., and, subject to the provisions of Article 10, shall also include its
successors and assigns.

     

    “Corporate Trust
Office” means the office of the Trustee located at [·],[·],
New York, New York [·],
Attention:  [·],
or such other Corporate Trust Office as may be advised in writing by the Trustee
to the Company.

     

    “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any bankruptcy
law.

     

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

     

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

     

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

     

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

     

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

     

    “Governmental
Obligations” means securities that are (a) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (b) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America that, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt; provided, however, that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Governmental Obligation or the
specific payment of principal of or interest on the Governmental Obligation
evidenced by such depositary receipt.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    “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.

     

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

     

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

     

    “Officers’
Certificate” means a certificate signed by the chief executive officer,
the president, or a vice president (including any senior or executive vice
president) and by the chief financial officer or the treasurer or an assistant
treasurer or the secretary or an assistant secretary of the Company that is
delivered to the Trustee in accordance with the terms hereof.  Each
such certificate shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof.

     

    “Opinion of Counsel”
means an opinion in writing subject to customary exceptions of legal counsel,
who may be an employee of or counsel for the Company, that is delivered to the
Trustee in accordance with the terms hereof.  Each such opinion shall
include the statements provided for in Section 13.07, if and to the extent
required by the provisions thereof.

     

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

     

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


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


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

     

    “Responsible Officer”
when used with respect to the Trustee means any officer in the Corporate Trust
Office of the Trustee with direct responsibility for the administration of this
Indenture.

     

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

     

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

     

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

     

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

     

    “Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended.

     

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

     

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


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    ARTICLE
2


     

    ISSUE,
DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND

    EXCHANGE
OF SECURITIES

     

    SECTION
2.01                   Designation and Terms of
Securities.

     

    (a)           The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.  The Securities may be issued in
one or more series up to the aggregate principal amount of Securities of that
series from time to time authorized by or pursuant to a Board Resolution or
pursuant to one or more indentures supplemental hereto.  There shall
be no security for the obligations of the Company with respect to any
Securities.  Prior to the initial issuance of Securities of any
series, there shall be established in or pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto:

     

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

     

    (2)           any
limit upon the aggregate principal amount of the Securities of that series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of that series);

     

    (3)           the
date or dates on which the principal of the Securities of the series is payable,
any original issue discount that may apply to the Securities of that series upon
their issuance, the principal amount due at maturity, and the place(s) of
payment;

     

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

     

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

     

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

     

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

     

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

     

    (9)           the
form of the Securities of the series including the form of the Trustee’s
certificate of authentication for such series;


    
      
         


      

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

     

    (11)        any
and all other terms (including terms, to the extent applicable, relating to any
auction or remarketing of the Securities of that series and any security for the
obligations of the Company with respect to such Securities) with respect to such
series (which terms shall not be inconsistent with the terms of this Indenture,
as amended by any supplemental indenture) including any terms which may be
required by or advisable under United States laws or regulations or advisable in
connection with the marketing of Securities of that series;

     

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

     

    (13)        whether
the Securities will be convertible into or exchangeable for ordinary shares or
other securities of the Company or any other Person and, if so, the terms and
conditions upon which such Securities will be so convertible or exchangeable,
including the conversion or exchange price, as applicable, or how it will be
calculated and may be adjusted, any mandatory or optional (at the Company’s
option or the holders’ option) conversion or exchange features, and the
applicable conversion or exchange period;

     

    (14)        if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.01;

     

    (15)        any
additional or different Events of Default or restrictive covenants, which may
include restrictions on the Company’s ability or the ability of the Company’s
Subsidiaries to effect a consolidation or merger or transfer or lease all or
substantially all of its assets or may include the requirement that the Company
preserve and keep in full force and effect its corporate existence and the
corporate existence of the Company Subsidiaries and their respective rights,
licenses or franchises (except to the extent not material to the conduct of the
business of the Company or to the extent that the loss of any such right,
license or franchise or dissolution of any Company Subsidiary would not have a
material adverse impact on the holders of the Securities), but shall not
include:

     

    (A)           restrictions
on the Company’s ability or the ability of the Company’s Subsidiaries
to:  incur additional indebtedness; issue additional securities;
create liens; pay dividends or make distributions in respect of their capital
stock; redeem capital stock; place restrictions on such Subsidiaries placing
restrictions on their ability to pay dividends, make distributions or transfer
assets; make investments or other restricted payments; sell or otherwise dispose
of assets; enter into sale-leaseback transactions; engage in transactions with
shareholders and affiliates; or issue or sell stock of their Subsidiaries;
or


    
      
         


      

      
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    (B)           financial
covenants that require the Company and its Subsidiaries to maintain specified
interest coverage, fixed charge, cash flow-based or asset-based ratios, or other
financial covenants;

     

    (16)        if
other than U.S. dollars, the coin or currency in which the Securities of the
series are denominated (including, but not limited to, foreign
currency);

     

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

     

    (18)        the
terms and conditions, if any, upon which the Company shall pay amounts in
addition to the stated interest, premium, if any, and principal amounts of the
Securities of the series to any Securityholder that is not a “United States
person” for federal tax purposes; and

     

    (19)        any
restrictions on transfer, sale or assignment of the Securities of the
series.

     

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

     

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

     

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

     

    SECTION
2.02             
     Form of Securities and
Trustee’s Certificate.

     

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


    
      
         


      

      
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    SECTION
2.03                   Denominations; Provisions
for Payment.

     

    The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(a)(10).  The Securities of a particular series shall
bear interest payable on the dates and at the rate specified with respect to
that series.  The principal of and the interest on the Securities of
any series, as well as any premium thereon in case of redemption thereof prior
to maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York.  Each Security shall be
dated the date of its authentication.  Interest on the Securities
shall be computed on the basis of a 360-day year composed of twelve 30-day
months.

     

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

     

    Any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of the same series
(herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered holder on the relevant
regular record date by virtue of having been such holder; and such Defaulted
Interest shall be paid by the Company, at its election, as provided in clause
(1) or clause (2) below:

     

    (1)           The
Company may make payment of any Defaulted Interest on Securities to the Persons
in whose names such Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest, which shall be fixed in the following manner: the
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided.  Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest which
shall not be more than 15 nor less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment.  The Trustee shall promptly notify
the Company of such special record date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the special record date therefor to be mailed, first class postage
prepaid, to each Securityholder at his or her address as it appears in the
Security Register (as hereinafter defined), not less than 10 days prior to such
special record date.  Notice of the proposed payment of such Defaulted
Interest and the special record date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered on such
special record date.


    
      
         


      

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

     

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

     

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

     

    SECTION
2.04                  Execution and
Authentication.

     

    The
Securities shall be signed on behalf of the Company by its chief executive
officer, or its president, or one of its vice presidents (including any senior
or executive vice president), or its chief financial officer, or its treasurer,
or one of its assistant treasurers, or its secretary, or one of its assistant
secretaries, under its corporate seal attested by its secretary or one of its
assistant secretaries.  Signatures may be in the form of a manual or
facsimile signature.

     

    The
Company may use the facsimile signature of any Person who shall have been a
chief executive officer, president or vice president (including any senior or
executive vice president) thereof, chief financial officer, treasurer or
assistant treasurer, secretary or assistant secretary thereof, notwithstanding
the fact that at the time the Securities shall be authenticated and delivered or
disposed of such Person shall have ceased to be such an officer of the
Company.  The seal of the Company may be in the form of a facsimile of
such seal and may be impressed, affixed, imprinted or otherwise reproduced on
the Securities.  The Securities may contain such notations, legends or
endorsements required by law, stock exchange rule or usage.  Each
Security shall be dated the date of its authentication by the
Trustee.


    
      
         


      

      
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    A
Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent.  Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.  At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by the chief executive
officer, president, a vice president (including any senior or executive vice
president), chief financial officer, treasurer or assistant treasurer, and its
secretary or any assistant secretary, and the Trustee in accordance with such
written order shall authenticate and deliver such Securities.

     

    In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the form and terms thereof have
been established in conformity with the provisions of this
Indenture.

     

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

     

    SECTION
2.05                   Registration of Transfer and
Exchange.

     

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

     

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

     

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


    
      
         


      

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

     

    (c)           Except
as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, no service charge shall be made for any exchange
or registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04
not involving any transfer.

     

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

     

    SECTION
2.06                    Temporary
Securities.

     

    Pending
the preparation of definitive Securities of any series, the Company may execute,
and the Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination.  Such
temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Company.  Every temporary Security of any series
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities of such series.  Without unnecessary delay,
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for such purpose in the Borough of Manhattan, the City
and State of New York, and the Trustee shall authenticate and such office or
agency shall deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of such series, unless the
Company advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company.  Until
so exchanged, the temporary Securities of such series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.


    
      
         


      

      
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    SECTION
2.07                    Mutilated, Destroyed, Lost
or Stolen Securities.

     

    In case
any temporary or definitive Security shall become mutilated or be destroyed,
lost or stolen, the Company (subject to the next succeeding sentence) shall
execute, and upon the Company’s request the Trustee (subject as aforesaid) shall
authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen.  In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Security and of the ownership
thereof.  The Trustee may authenticate any such substituted Security
and deliver the same upon the written request or authorization of any officer of
the Company.  Upon the issuance of any substituted Security, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected
therewith.

     

    In case
any Security that has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a substitute
Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Company and the Trustee such security or indemnity as they
may require to save them harmless, and, in case of destruction, loss or theft,
evidence to the satisfaction of the Company and the Trustee of the destruction,
loss or theft of such Security and of the ownership thereof.

     

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

     

    SECTION
2.08                    Cancellation.

     

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


    
      
         


      

      
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    SECTION
2.09                    Benefits of
Indenture.

     

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

     

    SECTION
2.10                    Authenticating
Agent.

     

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

     

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


    
      
         


      

      
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    SECTION
2.11                   Global
Securities.

     

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

     

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

     

    (c)           If
at any time the Depositary for a series of the Securities notifies the Company
that it is unwilling or unable to continue as Depositary for such series or if
at any time the Depositary for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute or regulation,
and a successor Depositary for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, or if an Event of Default has occurred and is
continuing and the Company has received a request from the Depositary, this
Section 2.11 shall no longer be applicable to the Securities of such series and
the Company will execute, and subject to Section 2.04, the Trustee will
authenticate and deliver the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Securities of such series in
exchange for such Global Securities.  In addition, the Company may at
any time determine that the Securities of any series shall no longer be
represented by Global Securities and that the provisions of this Section 2.11
shall no longer apply to the Securities of such series.  In such event
the Company will execute and, subject to Section 2.04, the Trustee, upon receipt
of an Officers’ Certificate evidencing such determination by the Company, will
authenticate and deliver the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Securities of such series in
exchange for such Global Securities.  Upon the exchange of the Global
Securities for such Securities in definitive registered form without coupons, in
authorized denominations, the Global Securities shall be canceled by the
Trustee.  Such Securities in definitive registered form issued in
exchange for the Global Securities pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.  The Trustee shall deliver such Securities
to the Depositary for delivery to the Persons in whose names such Securities are
so registered.


    
      
         


      

      
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    ARTICLE
3


     

    REDEMPTION
OF SECURITIES AND SINKING FUND PROVISIONS

     

    SECTION
3.01                    Redemption.

     

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

     

    SECTION
3.02                   Notice of
Redemption.

     

    (a)           In
case the Company shall desire to exercise such right to redeem all or, as the
case may be, a portion of the Securities of any series in accordance with any
right the Company reserved for itself to do so pursuant to Section 2.01 hereof,
the Company shall, or shall cause the Trustee to, give notice of such redemption
to holders of the Securities of such series to be redeemed by mailing, first
class postage prepaid, a notice of such redemption not less than 30 days and not
more than 90 days before the date fixed for redemption of that series to such
holders at their last addresses as they shall appear upon the Security Register,
unless a shorter period is specified in the Securities to be
redeemed.  Any notice that is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice.  In any case, failure duly to
give such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of
such series or any other series.  In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with any such restriction.

     

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

     

    In case
any Security is to be redeemed in part only, the notice that relates to such
Security shall state the portion of the principal amount thereof to be redeemed,
and shall state that on and after the redemption date, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.


    
      
         


      

      
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    (b)           If
less than all the Securities of a series are to be redeemed, the Company shall
give the Trustee at least 45 days’ notice in advance of the date fixed for
redemption as to the aggregate principal amount of Securities of the series to
be redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion and that may
provide for the selection of a portion or portions (equal to one thousand U.S.
dollars ($1,000) or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part.  The
Company may, if and whenever it shall so elect, by delivery of instructions
signed on its behalf by its chief executive officer, president or any vice
president (including any senior or executive vice president), instruct the
Trustee or any paying agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the manner
set forth in this Section, such notice to be in the name of the Company or its
own name as the Trustee or such paying agent may deem advisable.  In
any case in which notice of redemption is to be given by the Trustee or any such
paying agent, the Company shall deliver or cause to be delivered to, or permit
to remain with, the Trustee or such paying agent, as the case may be, such
Security Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such paying agent to
give any notice by mail that may be required under the provisions of this
Section.

     

    SECTION
3.03                   Payment Upon
Redemption.

     

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

     

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

     

    SECTION
3.04                    Sinking
Fund.

     

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

     


    
      
         


      

      
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    If
provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section
3.05.  Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

     

    SECTION
3.05                    Satisfaction of Sinking Fund
Payments with Securities.

     

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

     

    SECTION
3.06                    Redemption of Securities for
Sinking Fund.

     

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

     

    ARTICLE
4


     

    COVENANTS

     

    SECTION
4.01             
      Payment of Principal,
Premium and Interest.

     

    The
Company will duly and punctually pay or cause to be paid the principal of (and
premium, if any) and interest on the Securities of that series at the time and
place and in the manner provided herein and established with respect to such
Securities.  Payments of principal on the Securities may be made at
the time provided herein and established with respect to such Securities by U.S.
dollar check drawn on and mailed to the address of the Securityholder entitled
thereto as such address shall appear in the Security Register, or U.S. dollar
wire transfer to, a U.S. dollar account (such a wire transfer to be made only to
a Securityholder of an aggregate principal amount of Securities of the
applicable series in excess of U.S. $2,000,000 and only if such Securityholder
shall have furnished wire instructions to the Trustee no later than 15 days
prior to the relevant payment date).  Payments of interest on the
Securities may be made at the time provided herein and established with respect
to such Securities by U.S. dollar check mailed to the address of the
Securityholder entitled thereto as such address shall appear in the Security
Register, or U.S. dollar wire transfer to, a U.S. dollar account (such a wire
transfer to be made only to a Securityholder of an aggregate principal amount of
Securities of the applicable series in excess of U.S. $2,000,000 and only if
such Securityholder shall have furnished wire instructions in writing to the
Security Registrar and the Trustee no later than 15 days prior to the relevant
payment date).


    
      
         


      

      
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    SECTION
4.02                    Maintenance of Office or
Agency.

     

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

     

    SECTION
4.03                   Paying
Agents.

     

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

     

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

     

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


    
      
         


      

      
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    (3)           that
it will, at any time during the continuance of any failure referred to in the
preceding paragraph (a)(2) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such paying agent;
and

     

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

     

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

     

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

     

    SECTION
4.04                    Appointment to Fill Vacancy
in Office of Trustee.

     

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

     

    SECTION
4.05                    Compliance with
Consolidation Provisions.

     

    The
Company will not, while any of the Securities remain Outstanding, consolidate
with or merge into any other Person, in either case where the Company is not the
survivor of such transaction, or sell or convey all or substantially all of its
property to any other Person unless the provisions of Article 10 hereof are
complied with.


    
      
         


      

      
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    ARTICLE
5


     

    SECURITYHOLDERS’
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     

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

     

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

     

    SECTION
5.02                   Preservation of Information;
Communications with Securityholders.

     

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

     

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

     

    (c)           Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with
other Securityholders with respect to their rights under this Indenture or under
the Securities, and, in connection with any such communications, the Trustee
shall satisfy its obligations under Section 312(b) of the Trust Indenture Act in
accordance with the provisions of Section 312(b) of the Trust Indenture
Act.

     

    SECTION
5.03                    Reports by the
Company.

     

    The
Company covenants and agrees to provide a copy to the Trustee, within 15 days
after the Company is required to file the same with the Securities and Exchange
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Securities and Exchange Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act.


    
      
         


      

      
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    SECTION
5.04                   Reports by the
Trustee.

     

    (a)           On
or before May 1 in each year in which any of the Securities are Outstanding, the
Trustee shall transmit by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register,
a brief report dated as of the preceding May 1, if and to the extent required
under Section 313(a) of the Trust Indenture Act.

     

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

     

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

     

    ARTICLE
6


     

    REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     

    SECTION
6.01                 Events of
Default.

     

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

     

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

     

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


    
      
         


      

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

     

    (4)           the
Company pursuant to or within the meaning of any bankruptcy law (i) commences a
voluntary case, (ii) consents to the entry of an order for relief against it in
an involuntary case, (iii) consents to the appointment of a Custodian of it or
for all or substantially all of its property or (iv) makes a general assignment
for the benefit of its creditors; or

     

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

     

    (b)          In
each and every such case (other than an Event of Default specified in clause (4)
or clause (5) above), unless the principal of all the Securities of that series
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Securities of that series
then Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by such Securityholders), may declare the principal of (and
premium, if any, on) and accrued and unpaid interest on all the Securities of
that series to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable.  If an
Event of Default specified in clause (4) or clause (5) above occurs, the
principal of and accrued and unpaid interest on all the Securities of that
series shall automatically be immediately due and payable without any
declaration or other act on the part of the Trustee or the holders of the
Securities.

     

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


    
      
         


      

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

     

    (d)           In
case the Trustee shall have proceeded to enforce any right with respect to
Securities of that series under this Indenture and such proceedings shall have
been discontinued or abandoned because of such rescission or annulment or for
any other reason or shall have been determined adversely to the Trustee, then
and in every such case, subject to any determination in such proceedings, the
Company and the Trustee shall be restored respectively to their former positions
and rights hereunder, and all rights, remedies and powers of the Company and the
Trustee shall continue as though no such proceedings had been
taken.

     

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

     

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

     

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

     

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


    
      
         


      

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

     

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

     

    Nothing
contained herein shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of that series or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such
proceeding.

     

    SECTION
6.03                 
Application of Moneys
Collected.

     

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

     

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

     

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

     


    
      
         


      

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

     

    SECTION
6.04              
    Limitation on
Suits.

     

    No holder
of any Security of any series shall have any right by virtue or by availing of
any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
(i) such holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof with respect to the Securities
of such series specifying such Event of Default, as hereinbefore provided; (ii)
the holders of not less than 25% in aggregate principal amount of the Securities
of such series then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder; (iii) such holder or holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; (iv) the Trustee for 90 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding and (v) during such 90
day period, the holders of a majority in principal amount of the Securities of
that series do not give the Trustee a direction inconsistent with the
request.

     

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

     

    SECTION
6.05               
   Rights and Remedies
Cumulative; Delay or Omission Not Waiver.

     

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


    
      
         


      

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

     

    SECTION
6.06           
       Control by
Securityholders.

     

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

     

    SECTION
6.07               
   Undertaking to Pay
Costs.

     

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

     

    
      
         


      

      
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    ARTICLE
7


     

    CONCERNING
THE TRUSTEE

     

    SECTION
7.01                 Certain Duties and
Responsibilities of Trustee.

     

    (a)         The
Trustee, prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing of all Events of Default with
respect to the Securities of that series that may have occurred, shall undertake
to perform with respect to the Securities of such series such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee.  In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

     

    (b)         No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:

     

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

     

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

     

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

     

    
      
         


      

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

    

     

    (iii)       the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the holders of not
less than a majority in principal amount of the Securities of any series at the
time Outstanding relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Indenture with respect to the
Securities of that series; and

     

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

     

    SECTION
7.02                  Certain Rights of
Trustee.

     

    Except as
otherwise provided in Section 7.01:

     

    (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, consent, order, approval, bond, security or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

     

    (b)         any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Board Resolution or an instrument signed in the name
of the Company by any authorized officer of the Company (unless other evidence
in respect thereof is specifically prescribed herein);

     

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

     

    (d)   
      the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders pursuant to the
provisions of this Indenture, unless such Securityholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to a series of the Securities (that has not been
cured or waived), to exercise with respect to Securities of that series such of
the rights and powers vested in it by this Indenture, and to use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs;

     

    
      
         


      

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

     

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

     

    (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.

     

    SECTION
7.03            
      Trustee Not Responsible for
Recitals or Issuance or Securities.

     

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

     

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

     

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

     

    SECTION
7.04             
     May Hold
Securities.

     

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

     

    SECTION
7.05           
       Moneys Held in
Trust.

     

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

     

    
      
         


      

      
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    SECTION
7.06              
    Compensation and
Reimbursement.

     

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

     

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

     

    SECTION
7.07              
    Reliance on Officers’
Certificate.

     

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

     

    
      
        
           


        

        
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    SECTION
7.08              
    Disqualification;
Conflicting Interests.

     

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

     

    SECTION
7.09              
    Corporate Trustee Required;
Eligibility.

     

    There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under the
laws of the United States of America or any state or territory thereof or of the
District of Columbia, or a corporation or other Person permitted to act as
trustee by the Securities and Exchange Commission, authorized under such laws to
exercise corporate trust powers, having (or, in the case of a subsidiary of a
bank holding company, its bank holding company parent shall have) a combined
capital and surplus of at least fifty million U.S. dollars ($50,000,000), and
subject to supervision or examination by federal, state, territorial, or
District of Columbia authority.

     

    If such
corporation or other Person publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation or other Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  The Company may not, nor may any Person directly or
indirectly controlling, controlled by, or under common control with the Company,
serve as Trustee.  In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
7.10.

     

    SECTION
7.10               
   Resignation and Removal;
Appointment of Successor.

     

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

    
       

      
        
           


        

        
          -31-

          
            

          

        

        
           


        

      

    

     

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

     

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


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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
7.11               
   Acceptance of Appointment by
Successor.

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

    
      
         


      

      
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    SECTION
7.12               
   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 of the corporate trust business of the
Trustee (including the administration of the trust created by this Indenture),
shall be the successor of the Trustee hereunder, provided that such corporation
shall be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such
Securities.

     

    SECTION
7.13            
      Preferential Collection of
Claims against the Company.

     

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

     

    SECTION
7.14              
    Notice of
Default.

     

    If any
Default or any Event of Default occurs and is continuing and if such Default or
Event of Default is known to a Responsible Officer of the Trustee, the Trustee
shall mail to each Securityholder in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act notice of the Default or Event of
Default within 45 days after it occurs, unless such Default or Event of Default
has been cured; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if any)
or interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Securityholders.

     

    ARTICLE
8


     

    CONCERNING
THE SECURITYHOLDERS

     

    SECTION
8.01            
      Evidence of Action by
Securityholders.

     

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

     

    
      
         


      

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

     

    SECTION
8.02            
      Proof of Execution by
Securityholders.

     

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

     

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

     

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

     

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

     

    SECTION
8.03            
      Who May Be Deemed
Owners.

     

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

     

    
      
         


      

      
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    SECTION
8.04            
      Certain Securities Owned by
Company Disregarded.

     

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

     

    SECTION
8.05                   Actions Binding on Future
Securityholders.

     

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

     

    ARTICLE
9

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
9.01                   Supplemental Indentures
Without the Consent of Securityholders.

     

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

     

    
      
         


      

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

     

    (b)           to
comply with Article 10;

     

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

     

    (d)           to
add to the covenants, restrictions, conditions or provisions relating to the
Company for the benefit of the holders of all or any series of Securities (and
if such covenants, restrictions, conditions or provisions are to be for the
benefit of less than all series of Securities, stating that such covenants,
restrictions, conditions or provisions are expressly being included solely for
the benefit of such series), to make the occurrence, or the occurrence and the
continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an Event of Default, or to surrender any right or power
herein conferred upon the Company;

     

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

     

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

     

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

     

    (h)           to
evidence and provide for the acceptance of appointment hereunder by a successor
trustee; or

     

    (i)        
   to comply with any requirements of the Securities and Exchange
Commission or any successor in connection with the qualification of this
Indenture under the Trust Indenture Act.

     

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

     

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

     

    
      
         


      

      
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    SECTION
9.02                   Supplemental Indentures With
Consent of Securityholders.

     

    With the
consent (evidenced as provided in Section 8.01) of the holders of not less than
a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding,
the Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then
in effect) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 9.01 the rights
of the holders of the Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each
Security then Outstanding and affected thereby, (a) extend the fixed maturity of
any Securities of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, or make the principal thereof
(including any amount in respect of original issue discount) or interest thereon
payable in any coin or currency other than that provided in the Securities or in
accordance with the terms thereof or (b) reduce the aforesaid percentage of
Securities, the holders of which are required to consent to any such
supplemental indenture.

     

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

     

    SECTION
9.03                  Effect of Supplemental
Indentures.

     

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

     

    SECTION
9.04                  Securities Affected by
Supplemental Indentures.

     

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

     

    
      
         


      

      
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    SECTION
9.05                  Execution of Supplemental
Indentures.

     

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

     

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

     

    ARTICLE
10


     

    SUCCESSOR
ENTITY

     

    SECTION
10.01                Company May Consolidate,
etc.

     

    Except as
provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth
in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, nothing contained in this Indenture shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company) or successive consolidations or
mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other disposition of
the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company
hereby covenants and agrees that, upon any such consolidation or merger (in each
case, if the Company is not the survivor of such transaction), sale, conveyance,
transfer or other disposition, (a) the due and punctual payment of the principal
of (premium, if any) and interest on all of the Securities of all series in
accordance with the terms of each series, according to their tenor, and the due
and punctual performance and observance of all the covenants and conditions of
this Indenture with respect to each series or established with respect to such
series pursuant to Section 2.01 to be kept or performed by the Company shall be
expressly assumed, by supplemental indenture (which shall conform to the
provisions of the Trust Indenture Act, as then in effect) reasonably
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property and (b) in the
event that the Securities of any series then Outstanding are convertible into or
exchangeable for ordinary shares or other securities of the Company, such entity
shall, by such supplemental indenture, make provision so that the
Securityholders of Securities of that series shall thereafter be entitled to
receive upon conversion or exchange of such Securities the number of securities
or property to which a holder of the number of ordinary shares or other
securities of the Company deliverable upon conversion or exchange of those
Securities would have been entitled had such conversion or exchange occurred
immediately prior to such consolidation, merger, sale, conveyance, transfer or
other disposition.


    
      
         


      

      
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    SECTION
10.02                 Successor Entity
Substituted.

     

    (a)           In
case of any such consolidation, merger, sale, conveyance, transfer or other
disposition and upon the assumption by the successor entity by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the obligations set forth under Section 10.01 on all of the
Securities of all series Outstanding, such successor entity shall succeed to and
be substituted for the Company with the same effect as if it had been named as
the Company herein, and thereupon the predecessor corporation shall be relieved
of all obligations and covenants under this Indenture and the
Securities.

     

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

     

    (c)           Nothing
contained in this Article shall require any action by the Company in the case of
a consolidation or merger of any Person into the Company where the Company is
the survivor of such transaction, or the acquisition by the Company, by purchase
or otherwise, of all or any part of the property of any other Person (whether or
not affiliated with the Company).

     

    SECTION
10.03                Evidence of Consolidation,
etc. to Trustee.

     

    The
Trustee, subject to the provisions of Section 7.01, may receive an Officers’
Certificate or an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article.


    
      
         


      

      
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    ARTICLE
11


     

    SATISFACTION
AND DISCHARGE

     

    SECTION
11.01                Satisfaction and Discharge
of Indenture.

     

    If at any
time: (a) the Company shall have delivered to the Trustee for cancellation all
Securities of a series theretofore authenticated and not delivered to the
Trustee for cancellation (other than any Securities that shall have been
destroyed, lost or stolen and that shall have been replaced or paid as provided
in Section 2.07 and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held in
trust by the Company and thereupon repaid to the Company or discharged from such
trust, as provided in Section 11.05); or (b) all such Securities of a particular
series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount in moneys or Governmental Obligations or a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Securities
of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may be, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
with respect to such series by the Company, then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall
survive until the date of maturity or redemption date, as the case may be, and
Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the
Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

     

    SECTION
11.02                Discharge of
Obligations.

     

    If at any
time all such Securities of a particular series not heretofore delivered to the
Trustee for cancellation or that have not become due and payable as described in
Section 11.01 shall have been paid by the Company by depositing irrevocably with
the Trustee as trust funds moneys or, in the case of any series of Securities
the payments on which may only be made in U.S. dollars, an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all
such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee, the obligations of the Company under this Indenture with
respect to such series shall cease to be of further effect except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05
hereof that shall survive until such Securities shall mature and be
paid.


    
      
         


      

      
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    Thereafter,
Sections 7.06 and 11.05 shall survive.

     

    SECTION
11.03                Deposited Moneys to be Held
in Trust.

     

    All
moneys or Governmental Obligations deposited with the Trustee pursuant to
Sections 11.01 or 11.02 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee.

     

    SECTION
11.04                Payment of Moneys Held by
Paying Agents.

     

    In
connection with the satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any paying agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.

     

    SECTION
11.05                Repayment to
Company.

     

    Any
moneys or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of or
premium, if any, or interest on the Securities of a particular series that are
not applied but remain unclaimed by the holders of such Securities for at least
two years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due and payable, or
such other shorter period set forth in applicable escheat or abandoned or
unclaimed property law, shall be repaid to the Company on May 31 of each year or
upon the Company’s request or (if then held by the Company) shall be discharged
from such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Securities entitled to receive such
payment shall thereafter, as a general creditor, look only to the Company for
the payment thereof.


    ARTICLE
12


     

    IMMUNITY
OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

     

    SECTION
12.01                No
Recourse.

     

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

        

    
      
        
        

      

      
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    ARTICLE
13

     

    MISCELLANEOUS
PROVISIONS

     

    SECTION
13.01                Effect on Successors and
Assigns.

     

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

     

    SECTION
13.02                Actions by
Successor.

     

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

     

    SECTION
13.03                Surrender of Company
Powers.

     

    The
Company by instrument in writing executed by authority of its Board of Directors
and delivered to the Trustee may surrender any of the powers reserved to the
Company, and thereupon such power so surrendered shall terminate both as to the
Company and as to any successor corporation.

     

    SECTION
13.04                Notices.

     

    Except as
otherwise expressly provided herein, any notice, request or demand that by any
provision of this Indenture is required or permitted to be given, made or served
by the Trustee or by the holders of Securities or by any other Person pursuant
to this Indenture to or on the Company may be given or served by being deposited
in first class mail, postage prepaid, addressed (until another address is filed
in writing by the Company with the Trustee), as follows:  AudioCodes
Ltd., 1 Hayarden Street, Airport City, Lod 70151 Israel.  Any notice,
election, request or demand by the Company or any Securityholder or by any other
Person pursuant to this Indenture to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the Corporate Trust Office of the Trustee.

     

    
      
         


      

      
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    SECTION
13.05                Governing
Law.

     

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

     

    SECTION
13.06                Treatment of Securities as
Debt.

     

    It is
intended that the Securities will be treated as indebtedness and not as equity
for federal income tax purposes.  The provisions of this Indenture
shall be interpreted to further this intention.

     

    SECTION
13.07                Compliance Certificates and
Opinions.

     

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

     

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

     

    SECTION
13.08                 Payments on Business
Days.

     

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

     

    
      
         


      

      
        -44-

        
          

        

      

      
         


      

    

     

    SECTION
13.09                Conflict with Trust
Indenture Act.

     

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

     

    SECTION
13.10                Counterparts.

     

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

     

    SECTION
13.11                Separability.

     

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

     

    SECTION
13.12                Compliance
Certificates.

     

    The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year during which any Securities of any series were outstanding, an
Officers’ Certificate stating whether or not the signers know of any Default or
Event of Default that occurred during such fiscal year.  Such
certificate shall contain a certification from the principal executive officer,
principal financial officer or principal accounting officer of the Company that
a review has been conducted of the activities of the Company and the Company’s
performance under this Indenture and that the Company has complied with all
conditions and covenants under this Indenture.  For purposes of this
Section 13.12, such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.  If
any of the officers of the Company signing such certificate has knowledge of
such a Default or Event of Default, the certificate shall describe any such
Default or Event of Default and its status.

     

    
      
         


      

      
        -45-

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              AUDIOCODES
      LTD.

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	
                              Name: 

                            
	 
      	
                              Title:

                            
	 
      	 
      
	 
      	
                              [·],

                            
	 
      	
                              as
      Trustee

                            
	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	
                              Name: 

                            
	 
      	
                              Title:

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -46-

        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE (1)

    


    
      
        
          
            
              	
                      SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED

                    	 	
                      SECTION OF INDENTURE

                    
	 
      	 	 
      
	
                      310(a)

                    	 	
                      7.09

                    
	
                      310(b)

                    	 	
                      7.08,
      7.10

                    
	
                      310(c)

                    	 	
                      Inapplicable

                    
	
                      311(a)

                    	 	
                      7.13

                    
	
                      311(b)

                    	 	
                      7.13

                    
	
                      311(c)

                    	 	
                      Inapplicable

                    
	
                      312(a)

                    	 	
                      5.01,
      5.02(a)

                    
	
                      312(b)

                    	 	
                      5.02(c)

                    
	
                      312(c)

                    	 	
                      5.02(c)

                    
	
                      313(a)

                    	 	
                      5.04(a)

                    
	
                      313(b)

                    	 	
                      5.04(b)

                    
	
                      313(c)

                    	 	
                      5.04(a),
      5.04(b)

                    
	
                      313(d)

                    	 	
                      5.04(c)

                    
	
                      314(a)

                    	 	
                      5.03,
      13.12

                    
	
                      314(b)

                    	 	
                      Inapplicable

                    
	
                      314(c)

                    	 	
                      13.07(a)

                    
	
                      314(d)

                    	 	
                      Inapplicable

                    
	
                      314(e)

                    	 	
                      13.07(b)

                    
	
                      314(f)

                    	 	
                      Inapplicable

                    
	
                      315(a)

                    	 	
                      7.01

                    
	
                      315(b)

                    	 	
                      7.14

                    
	
                      315(c)

                    	 	
                      7.01

                    
	
                      315(d)

                    	 	
                      7.01(b)

                    
	
                      315(e)

                    	 	
                      6.07

                    
	
                      316(a)

                    	 	
                      6.06,
      8.04

                    
	
                      316(b)

                    	 	
                      6.04

                    
	
                      316(c)

                    	 	
                      8.01

                    
	
                      317(a)

                    	 	
                      6.02

                    
	
                      317(b)

                    	 	
                      4.03

                    
	
                      318(a)

                    	 	
                      13.09

                    


            

          

        

      

    

    


    
      
        

      

      
      

    

    
      	
              (1)

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