WWW.EXFILE.COM, INC. -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 4.6(a) TO FORM S-3


     

    EXHIBIT
      4.6(a)


    
      

      

    

     

     

     

     

     

    
 

    MEDIS
      TECHNOLOGIES LTD.

     

    TO

     

    [Bank]

     

    


     

    Indenture

     

    Dated
      as of ________, 200[_]

     

    Senior
      Debt Securities

     

    
 

     

     

     

     

    
 

    
      

      

    

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

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

    inclusive,
      of the Trust Indenture Act of 1939:

     

    
      	
              Trust
                Indenture

              Act
                Section

            	 	
              Indenture
                Section

            
	
              §
                310(a)(1)

            	 	
              609

            
	
              (a)(2)

            	 	
              609

            
	
              (a)(3)

            	 	
              Not
                Applicable

            
	
              (a)(4)

            	 	
              Not
                Applicable

            
	
              (b)

            	 	
              608,
                610

            
	
              §
                311(a)

            	 	
              613

            
	
              (b)

            	 	
              613

            
	
              §
                312(a)

            	 	
              701

            
	 	 	
              702

            
	
              (b)

            	 	
              702

            
	
              (c)

            	 	
              702

            
	
              §
                313(a)

            	 	
              703

            
	
              (b)

            	 	
              703

            
	
              (c)

            	 	
              703

            
	
              (d)

            	 	
              703

            
	
              §
                314(a)

            	 	
              704

            
	
              (a)(4)

            	 	
              101

            
	 	 	
              1004

            
	
              (b)

            	 	
              Not
                Applicable

            
	
              (c)(1)

            	 	
              102

            
	
              (c)(2)

            	 	
              102

            
	
              (c)(3)

            	 	
              Not
                Applicable

            
	
              (d)

            	 	
              Not
                Applicable

            
	
              (e)

            	 	
              102

            
	
              §
                315(a)

            	 	
              601

            
	
              (b)

            	 	
              602

            
	
              (c)

            	 	
              601

            
	
              (d)

            	 	
              601

            
	
              (e)

            	 	
              514

            
	
              §
                316(a)

            	 	
              101

            
	
              (a)(1)(A)

            	 	
              502,
                512

            
	
              (a)(1)(B)

            	 	
              513

            
	
              (a)(2)

            	 	
              Not
                Applicable

            
	
              (b)

            	 	
              508

            
	
              (c)

            	 	
              104

            
	
              §
                317(a)(l)

            	 	
              503

            
	
              (a)(2)

            	 	
              504

            
	
              (b)

            	 	
              1003

            
	
              §
                318(a)

            	 	
              107

            
	 	 	 


    

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    TABLE
      OF
      CONTENTS

    

      
        	 	
                Page

              
	 	 
	
                ARTICLE
                  I DEFINITIONS

              	
                1

              
	
                SECTION
                  101.

              	
                Definitions.

              	
                1

              
	
                SECTION
                  102.

              	
                Compliance
                  Certificates and Opinions.

              	
                7

              
	
                SECTION
                  103.

              	
                Form
                  of Documents Delivered to Trustee.

              	
                7

              
	
                SECTION
                  104.

              	
                Acts
                  of Holders; Record Dates.

              	
                8

              
	
                SECTION
                  105.

              	
                Notices,
                  Etc., to Trustee and Company.

              	
                10

              
	
                SECTION
                  106.

              	
                Notice
                  to Holders; Waiver.

              	
                10

              
	
                SECTION
                  107.

              	
                Conflict
                  with Trust Indenture Act

              	
                11

              
	
                SECTION
                  108.

              	
                Effect
                  of Headings and Table of Contents.

              	
                11

              
	
                SECTION
                  109.

              	
                Successors
                  and Assigns.

              	
                11

              
	
                SECTION
                  110.

              	
                Separability
                  Clause.

              	
                11

              
	
                SECTION
                  111.

              	
                Benefits
                  of Indenture.

              	
                11

              
	
                SECTION
                  112.

              	
                Governing
                  Law.

              	
                11

              
	
                SECTION
                  113.

              	
                Legal
                  Holidays.

              	
                11

              
	
                SECTION
                  114.

              	
                Language
                  of Notices, Etc.

              	
                12

              
	
                SECTION
                  115.

              	
                Submission
                  to Jurisdiction

              	
                12

              
	
                ARTICLE
                  II SECURITY FORMS

              	
                12

              
	
                SECTION
                  201.

              	
                Forms
                  Generally.

              	
                12

              
	
                SECTION
                  202.

              	
                Form
                  of Legend for Global Securities.

              	
                13

              
	
                SECTION
                  203.

              	
                Form
                  of Trustee’s Certificate of Authentication.

              	
                13

              
	
                SECTION
                  204.

              	
                Securities
                  in Global Form.

              	
                13

              
	
                ARTICLE
                  III THE SECURITIES

              	
                14

              
	
                SECTION
                  301.

              	
                Amount
                  Unlimited; Issuable In Series.

              	
                14

              
	
                SECTION
                  302.

              	
                Denominations.

              	
                18

              
	
                SECTION
                  303.

              	
                Execution,
                  Authentication, Delivery and Dating.

              	
                18

              
	
                SECTION
                  304.

              	
                Temporary
                  Securities.

              	
                19

              
	
                SECTION
                  305.

              	
                Registration,
                  Registration of Transfer and Exchange.

              	
                19

              
	
                SECTION
                  306.

              	
                Mutilated,
                  Destroyed, Lost and Stolen Securities.

              	
                20

              
	
                SECTION
                  307.

              	
                Payment
                  of Interest; Interest Rights Preserved.

              	
                21

              
	
                SECTION
                  308.

              	
                Persons
                  Deemed Owners.

              	
                22

              
	
                SECTION
                  309.

              	
                Cancellation.

              	
                22

              
	
                SECTION
                  310.

              	
                Computation
                  of Interest.

              	
                23

              
	
                SECTION
                  311.

              	
                CUSIP
                  Numbers

              	
                23

              
	
                ARTICLE
                  IV SATISFACTION AND DISCHARGE

              	
                23

              
	
                SECTION
                  401.

              	
                Satisfaction
                  and Discharge of Indenture.

              	
                23

              
	
                SECTION
                  402.

              	
                Application
                  of Trust Money.

              	
                24

              
	
                ARTICLE
                  V REMEDIES

              	 	
                24

              
	
                SECTION
                  501.

              	
                Events
                  of Default.

              	
                24

              
	
                SECTION
                  502.

              	
                Acceleration
                  of Maturity; Rescission and Annulment.

              	
                26

              
	
                SECTION
                  503.

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Trustee.

              	
                27

              
	
                SECTION
                  504.

              	
                Trustee
                  May File Proofs of Claim.

              	
                27

              
	
                SECTION
                  505.

              	
                Trustee
                  May Enforce Claims Without Possession of Securities.

              	
                28

              
	
                SECTION
                  506.

              	
                Application
                  of Money Collected.

              	
                28

              
	
                SECTION
                  507.

              	
                Limitation
                  on Suits.

              	
                28

              


      

      
        	
                SECTION
                  508.

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

              	
                29

              
	
                SECTION
                  509.

              	
                Restoration
                  of Rights and Remedies.

              	
                29

              
	
                SECTION
                  510.

              	
                Rights
                  and Remedies Cumulative.

              	
                29

              


      

      


      
        
           

        

        
          -
            i
            -

          
            

          

        

        
           

        

      

      
        	
                SECTION
                  511.

              	
                Delay
                  or Omission Not Waiver.

              	
                30

              
	
                SECTION
                  512.

              	
                Control
                  by Holders.

              	
                30

              
	
                SECTION
                  513.

              	
                Waiver
                  of Past Defaults.

              	
                30

              
	
                SECTION
                  514.

              	
                Undertaking
                  for Costs.

              	
                30

              
	
                SECTION
                  515.

              	
                Waiver
                  of Usury, Stay or Extension Laws.

              	
                31

              
	
                ARTICLE
                  VI THE TRUSTEE

              	
                31

              
	
                SECTION
                  601.

              	
                Certain
                  Duties and Responsibilities.

              	
                31

              
	
                SECTION
                  602.

              	
                Notice
                  of Defaults.

              	
                31

              
	
                SECTION
                  603.

              	
                Certain
                  Rights of Trustee.

              	
                31

              
	
                SECTION
                  604.

              	
                Not
                  Responsible for Recitals or Issuance of Securities.

              	
                33

              
	
                SECTION
                  605.

              	
                May
                  Hold Securities.

              	
                33

              
	
                SECTION
                  606.

              	
                Money
                  Held In Trust.

              	
                33

              
	
                SECTION
                  607.

              	
                Compensation
                  and Reimbursement.

              	
                33

              
	
                SECTION
                  608.

              	
                Conflicting
                  Interests.

              	
                33

              
	
                SECTION
                  609.

              	
                Corporate
                  Trustee Required; Eligibility.

              	
                34

              
	
                SECTION
                  610.

              	
                Resignation
                  and Removal; Appointment of Successor.

              	
                34

              
	
                SECTION
                  611.

              	
                Acceptance
                  of Appointment by Successor.

              	
                35

              
	
                SECTION
                  612.

              	
                Merger,
                  Conversion, Consolidation or Succession to Business.

              	
                36

              
	
                SECTION
                  613.

              	
                Preferential
                  Collection of Claims Against Company.

              	
                37

              
	
                SECTION
                  614.

              	
                Appointment
                  of Authenticating Agent.

              	
                37

              
	
                ARTICLE
                  VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

              	
                39

              
	
                SECTION
                  701.

              	
                Company
                  to Furnish Trustee Names and Addresses of Holders.

              	
                39

              
	
                SECTION
                  702.

              	
                Preservation
                  of Information; Communications to Holders.

              	
                39

              
	
                SECTION
                  703.

              	
                Reports
                  by Trustee.

              	
                40

              
	
                SECTION
                  704.

              	
                Reports
                  by Company.

              	
                40

              
	
                ARTICLE
                  VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

              	
                40

              
	
                SECTION
                  801.

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

              	
                40

              
	
                SECTION
                  802.

              	
                Successor
                  Substituted.

              	
                41

              
	
                ARTICLE
                  IX SUPPLEMENTAL INDENTURES

              	
                41

              
	
                SECTION
                  901.

              	
                Supplemental
                  Indentures Without Consent of Holders.

              	
                41

              
	
                SECTION
                  902.

              	
                Supplemental
                  Indentures With Consent of Holders.

              	
                42

              
	
                SECTION
                  903.

              	
                Execution
                  of Supplemental Indentures.

              	
                43

              
	
                SECTION
                  904.

              	
                Effect
                  of Supplemental Indentures.

              	
                43

              
	
                SECTION
                  905.

              	
                Conformity
                  with Trust Indenture Act.

              	
                44

              
	
                SECTION
                  906.

              	
                Reference
                  in Securities to Supplemental Indentures.

              	
                44

              
	
                ARTICLE
                  X COVENANTS

              	
                44

              
	
                SECTION
                  1001.

              	
                Payment
                  of Principal, Premium and Interest.

              	
                44

              
	
                SECTION
                  1002.

              	
                Maintenance
                  of Office or Agency.

              	
                44

              
	
                SECTION
                  1003.

              	
                Money
                  for Securities Payments to Be Held in Trust.

              	
                45

              
	
                SECTION
                  1004.

              	
                Statement
                  by Officers as to Default.

              	
                46

              
	
                SECTION
                  1005.

              	
                Existence.

              	
                46

              
	
                SECTION
                  1006.

              	
                Maintenance
                  of Properties.

              	
                46

              
	
                SECTION
                  1007.

              	
                Payment
                  of Taxes and Other Claims.

              	
                46

              
	
                SECTION
                  1008.

              	
                Waiver
                  of Certain Covenants.

              	
                47

              


      

      
        	
                SECTION
                  1009.

              	
                Additional
                  Amounts

              	
                47

              
	
                ARTICLE
                  XI REDEMPTION OF SECURITIES

              	
                48

              
	
                SECTION
                  1101.

              	
                Applicability
                  of Article.

              	
                48

              
	
                SECTION
                  1102.

              	
                Election
                  to Redeem; Notice to Trustee.

              	
                48

              


      

      


      
        
           

        

        
          -
            ii
            -

          
            

          

        

        
           

        

      

      
        	
                SECTION
                  1103.

              	
                Selection
                  by Trustee of Securities to Be Redeemed.

              	
                48

              
	
                SECTION
                  1104.

              	
                Notice
                  of Redemption.

              	
                49

              
	
                SECTION
                  1105.

              	
                Deposit
                  of Redemption Price.

              	
                50

              
	
                SECTION
                  1106.

              	
                Securities
                  Payable on Redemption Date.

              	
                50

              
	
                SECTION
                  1107.

              	
                Securities
                  Redeemed in Part.

              	
                50

              
	
                ARTICLE
                  XII SINKING FUNDS

              	
                50

              
	
                SECTION
                  1201.

              	
                Applicability
                  of Article.

              	
                50

              
	
                SECTION
                  1202.

              	
                Satisfaction
                  of Sinking Fund Payments with Securities.

              	
                51

              
	
                SECTION
                  1203.

              	
                Redemption
                  of Securities for Sinking Fund.

              	
                51

              
	
                ARTICLE
                  XIII DEFEASANCE AND COVENANT DEFEASANCE

              	
                51

              
	
                SECTION
                  1301.

              	
                Company’s
                  Option to Effect Defeasance or Covenant Defeasance.

              	
                51

              
	
                SECTION
                  1302.

              	
                Defeasance
                  and Discharge.

              	
                51

              
	
                SECTION
                  1303.

              	
                Covenant
                  Defeasance.

              	
                52

              
	
                SECTION
                  1304.

              	
                Conditions
                  to Defeasance or Covenant Defeasance.

              	
                52

              
	
                SECTION
                  1305.

              	
                Deposited
                  Money and Government Obligations to be Held in Trust; Other Miscellaneous
                  Provisions.

              	
                54

              
	
                SECTION
                  1306.

              	
                Reinstatement.

              	
                55

              
	
                ARTICLE
                  XIV MEETING OF HOLDERS OF SECURITIES

              	
                55

              
	
                SECTION
                  1401.

              	
                Purposes
                  for which Meetings may be Called

              	
                55

              
	
                SECTION
                  1402.

              	
                Call,
                  Notice and Place of Meetings

              	
                55

              
	
                SECTION
                  1403.

              	
                Persons
                  entitled to Vote at Meetings

              	
                56

              
	
                SECTION
                  1404.

              	
                Quorum;
                  Action

              	
                56

              
	
                SECTION
                  1405.

              	
                Determination
                  of Voting Rights; Conduct and Adjournment of Meetings

              	
                57

              
	
                SECTION
                  1406.

              	
                Counting
                  Votes and Recording Action of Meetings

              	
                58

              
	 	 	 


      



    
      
         

      

      
        -
          iii
          -

        
          

        

      

      
         

      

    

    INDENTURE,
      dated as of _________, 200[_] between Medis Technologies Ltd., a corporation
      duly organized and existing under the laws of the State of Delaware (herein
      called the “Company”), having its principal office at 805 Third Avenue, New
      York, NY 10022 and [Bank] a New York banking corporation, as Trustee (herein
      called the “Trustee”).

     

    Recitals
      of The Company

     

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

     

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

     

    Now,
      therefore, this indenture witnesseth:

     

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

     

    ARTICLE
      I

    DEFINITIONS

    SECTION
      101.  Definitions.

     

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

     

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

     

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

     

    (3)  all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with United States generally accepted accounting principles,
      the
      term “generally accepted accounting principles” with respect to any computation
      required or permitted hereunder shall mean such accounting principles as are
      generally accepted as consistently applied by the Company at the date of such
      computation;

     

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

     

    
      
         

      

      
        -
          1
          -

        
          

        

      

      
         

      

    

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

     

    Certain
      terms, used principally in Article Six and Article Thirteen, are defined in
      those Articles.

     

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

     

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

     

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

     

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

     

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

     

    “Board
      Resolution” means a copy of 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,
      and delivered to the Trustee.

     

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

     

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

     

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

     

    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    

    “Company
      Request” or “Company Order” means a written request or order signed in the name
      of the Company by its Chairman of the Board, its Deputy Chairman of the Board,
      its President or a Vice President, and by its Treasurer, an Assistant Treasurer,
      its Secretary or an Assistant Secretary, and delivered to the
      Trustee.

     

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

     

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

     

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

     

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

     

    “Defeasance”
      has the meaning specified in Section 1302.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    

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

     

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

     

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

     

    “Notice
      of Default” means a written notice of the kind specified in Section
      501(4).

     

    “Officers’
      Certificate” means a certificate signed by the Chairman of the Board, a Deputy
      Chairman of the Board, the President or a Vice President, or by the Treasurer,
      an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
      and delivered to the Trustee. One of the officers signing an Officers’
Certificate given pursuant to Section 1004 shall be the principal executive,
      financial or accounting officer of the Company.

     

    “Opinion
      of Counsel” means a written opinion of counsel.

     

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

     

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

     

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

     

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

     

    (3)  Securities
      as to which Defeasance has been effected pursuant to Section 1302;
      and

     

    (4)  Securities
      that have been paid pursuant to Section 305 or in exchange for or in lieu of
      which other Securities have been authenticated and delivered pursuant to this
      Indenture, other than any such Securities in respect of which there shall have
      been presented to the Trustee proof satisfactory to it that such Securities
      are
      held by a bona fide purchaser in whose hands such Securities are valid
      obligations of the Company;

     

    provided,
      however, that in determining whether the Holders of the requisite
      principal amount of the Outstanding Securities have given, made or taken any
      request, demand, 

     

    
      
         

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

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

     

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

     

    “Securities”
      has the meaning stated in the first recital of this Indenture and more
      particularly means any Securities authenticated and delivered under this
      Indenture provided, however, that if at any time there is more
      than one Person acting as Trustee under this Indenture, “Securities” with
      respect to the Indenture as to which such Person is Trustee shall have the
      meaning stated in the first recital of this Indenture and shall more
      particularly mean Securities authenticated and delivered under this Indenture,
      exclusive, however, of Securities of any series as to which such Person is
      not
      Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Trustee”
      means the Person named as the “Trustee” in the first paragraph of this
      instrument until a successor Trustee shall have become such pursuant to the
      applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
      include each Person who is 

     

    
      
         

      

      
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    then
      a
      Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any series shall mean the
      Trustee with respect to Securities of that series.

     

    “United
      States Alien” means any Person who, for United States federal income tax
      purposes, is a foreign corporation, a non-resident alien individual, a
      non-resident alien fiduciary of a foreign estate or trust, or a foreign
      partnership one or more of the members of which is, for United States federal
      income tax purposes, a foreign corporation, a non-resident alien individual
      or a
      non-resident alien fiduciary of a foreign estate or trust.

     

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

     

    SECTION
      102.  Compliance
      Certificates and Opinions.

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      103.  Form
      of Documents Delivered to Trustee.

     

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

     

    
      
         

      

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

     

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

     

    SECTION
      104.  Acts
      of Holders; Record Dates.

     

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

     

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

     

    The
      principal amount and serial numbers of Securities held by any Person, and the
      date of holding the same, shall be proved by the Security Register.

     

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

     

    The
      Company may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to give, make or take
      any request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted 

     

    
      
         

      

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

     

    The
      Trustee may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to join in the giving
      or making of (i) any Notice of Default, (ii) any declaration of acceleration
      referred to in Section 502, (iii) any request to institute proceedings referred
      to in Section 507(2) or (iv) any direction referred to in Section 512, in each
      case with respect to Securities of such series. If any record date is set
      pursuant to this paragraph, the Holders of Outstanding Securities of such series
      on such record date, and no other Holders, shall be entitled to join in such
      notice, declaration, request or direction, whether or not such Holders remain
      Holders after such record date; provided, that no such action shall be effective
      hereunder unless taken on or prior to the applicable Expiration Date by Holders
      of the requisite principal amount of Outstanding Securities of such series
      on
      such record date. Nothing in this paragraph shall be construed to prevent the
      Trustee from setting a new record date for any action for which a record date
      has previously been set pursuant to this paragraph (whereupon the record date
      previously set shall automatically and with no action by any Person be cancelled
      and of no effect), and nothing in this paragraph shall be construed to render
      ineffective any action taken by Holders of the requisite principal amount of
      Outstanding Securities of the relevant series on the date such action is taken.
      Promptly after any record date is set pursuant to this paragraph, the Trustee,
      at the Company’s expense, shall cause notice of such record date, the proposed
      action by Holders and the applicable Expiration Date to be given to the Company
      in writing and to each Holder of Securities of the relevant series in the manner
      set forth in Section 106.

     

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


     

    
      
         

      

      
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    with
      respect thereto, subject to its right to change the Expiration Date as provided
      in this paragraph.

     

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

     

    SECTION
      105.  Notices,
      Etc., to Trustee and Company.

     

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

     

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

     

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

     

    SECTION
      106.  Notice
      to Holders; Waiver.

     

    Except
      as
      otherwise expressly provided herein, where this Indenture provides for notice
      of
      any event to Holders of Securities, such notice shall be sufficiently given
      to
      Holders of Securities if in writing and mailed, first-class postage prepaid,
      to
      each Holder of a Security affected by such event, at the address of such Holder
      as it appears in the Security Register, not later than the latest date (if
      any),
      and not earlier than the earliest date (if any), prescribed for the giving
      of
      such notice.

     

    In
      case
      by reason of the suspension of regular mail service or by reason of any other
      cause it shall be impracticable to give such notice to Holders of Securities
      by
      mail, then such notification as shall be made with the approval of the Trustee
      shall constitute a sufficient notification for every purpose hereunder. In
      any
      case where notice to Holders of Securities is given by mail, neither the failure
      to mail such notice, nor any defect in any notice so mailed, to any particular
      Holder of a Security shall affect the sufficiency of such notice with respect
      to
      other Holders.

     

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

     

    
      
         

      

      
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    SECTION
      107.  Conflict
      with Trust Indenture Act

     

    This
      Indenture shall incorporate and be governed by the provisions of the Trust
      Indenture Act that are required to be part of and to govern indentures qualified
      under the Trust Indenture Act. If any provision hereof limits, qualifies or
      conflicts with a provision of the Trust Indenture Act that is required under
      such Act to be a part of and govern this Indenture, the latter provision shall
      control. If any provision of this Indenture modifies or excludes any provision
      of the Trust Indenture Act that may be so modified or excluded, the latter
      provision shall be deemed to apply to this Indenture as so modified or to be
      excluded, as the case may be.

     

    SECTION
      108.  Effect
      of Headings and Table of Contents.

     

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

     

    SECTION
      109.  Successors
      and Assigns.

     

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

     

    SECTION
      110.  Separability
      Clause.

     

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

     

    SECTION
      111.  Benefits
      of Indenture.

     

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

     

    SECTION
      112.  Governing
      Law.

     

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

     

    SECTION
      113.  Legal
      Holidays.

     

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

     

    
      
         

      

      
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    SECTION
      114.  Language
      of Notices, Etc.

     

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

     

    SECTION
      115.  Submission
      to Jurisdiction

     

    The
      Company irrevocably submits to the non-exclusive jurisdiction of any federal
      or
      state court in the City, County and State of New York, United States, and any
      appellate court from any thereof, in any legal suit, action or proceeding based
      on or arising under the Securities or this Indenture and agrees that all claims
      in respect of such suit or proceeding may be determined in any such court.
      The
      Company irrevocably waives to the fullest extent permitted by law, any objection
      to any such suit, including actions, suits or proceedings relating to the
      securities laws of the United States of America or any state thereof, in such
      courts whether on the grounds of venue, residence or domicile or the defense
      of
      an inconvenient forum or objections to personal jurisdiction with respect to
      the
      maintenance of such legal suit, action or proceeding. The Company agrees that
      the final judgment in any such suit, action or proceeding brought in such court
      shall be conclusive and binding upon the Company and may be enforced in any
      court to the jurisdiction of which the Company is subject by a suit upon such
      judgment.

     

    ARTICLE
      II

    SECURITY
      FORMS

    SECTION
      201.  Forms
      Generally.

     

    The
      Securities of each series shall be in substantially the forms set forth in
      Exhibits A and A1 or in such other form (including temporary or permanent global
      form) as shall be established by or pursuant to a Board Resolution or in one
      or
      more indentures supplemental hereto, in each case with such appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted by this Indenture, and may have such letters, numbers or other marks
      of identification and such legends or endorsements placed thereon as may be
      required to comply with the rules of any securities exchange or Depositary
      therefor or as may, consistently herewith, be determined by the officers
      executing such Securities as evidenced by their execution thereof. If the form
      of Securities of any series is established by action taken pursuant to a Board
      Resolution, a copy of an appropriate record of such action shall be certified
      by
      the Secretary or an Assistant Secretary of the Company and delivered to the
      Trustee at or prior to the delivery of the Company Order contemplated by Section
      303 for the authentication and delivery of such Securities (or any such
      temporary global Security).

     

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

     

    
      
         

      

      
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    SECTION
      202.  Form
      of Legend for Global Securities.

     

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

     

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

     

    SECTION
      203.  Form
      of Trustee’s Certificate of Authentication.

     

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

     

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

     

    
      	 	 
	 	
              
                

              

              As
                Trustee

            
	 	 
	 	 
	 	
              By

              
                

              

              Authorized
                Signatory

            
	 	
               

            
	 	 
	 	
              Dated: 

              
                

              

            
	 	 	 


    

    SECTION
      204.  Securities
      in Global Form.

     

    If
      Securities of or within a series are issuable in global form, as specified
      as
      contemplated by Section 301, then, notwithstanding clause (10) of Section 301
      and the provisions of Section 302, any such Security shall represent such of
      the
      Outstanding Securities of such series as shall be specified therein and may
      provide that it shall represent the aggregate amount of Outstanding Securities
      from time to time endorsed thereon and that the aggregate amount of Outstanding
      Securities represented thereby may from time to time be reduced to reflect
      exchanges. Any endorsement of a Security in global form to reflect the amount,
      or any increase or decrease in the amount, of Outstanding Securities represented
      thereby shall be made by the Trustee in such manner and upon instructions given
      by such Person or Persons as shall be specified therein or in the Company Order
      to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject
      to the provisions of Section 303 and, if applicable, Section 304, the Trustee
      shall deliver and redeliver any Security in permanent global form in the manner
      and upon instructions given 

     

    
      
         

      

      
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    by
      the
      Person or Persons specified therein or in the applicable Company Order. If
      a
      Company Order pursuant to Section 303 or Section 304 has been, or simultaneously
      is, delivered, any instructions by the Company with respect to endorsement
      or
      delivery or redelivery of a Security in global form shall be in writing but
      need
      not comply with Section 102 and need not be accompanied by an Opinion of
      Counsel.

     

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

     

    Notwithstanding
      the provisions of Section 201 and 307, unless otherwise specified as
      contemplated by Section 301, payment of principal of and any premium and
      interest on any Security in permanent global form shall be made to the Person
      or
      Persons specified therein.

     

    ARTICLE
      III

    THE
      SECURITIES

    SECTION
      301.  Amount
      Unlimited; Issuable In Series.

     

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

     

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

     

    (1)  the
      title
      of the Securities of the series, including cusip numbers, if applicable (which
      shall distinguish the Securities of the series from Securities of any other
      series);

     

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

     

    (3)  whether
      any Securities of the series are to be issuable initially in temporary global
      form and whether any Securities of the series are to be issuable in permanent
      global form and, if so, whether beneficial owners of interests in any such
      permanent global Security may exchange such interests for Securities of such
      series and of like tenor of any authorized form and denomination and the
      circumstances under which any such exchanges may occur, if other than in the
      manner provided in Section 305;

     

    
      
         

      

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

     

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

     

    (6)  the
      ability to issue additional Securities in the same series;

     

    (7)  the
      price
      or prices at which we will sell the Securities;

     

    (8)  the
      right, if any, to extend the interest payment periods and the duration of any
      such deferral period, including the maximum consecutive period during which
      interest payment periods may be extended;

     

    (9)  provisions,
      if any, granting special rights to holders of the Securities upon the occurrence
      of specified events;

     

    (10)  the
      terms, if any, upon which Holders may convert or exchange the Securities into
      or
      for the Company’s common stock, preferred stock or other securities or
      property;

     

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

     

    (12)  the
      place
      or places where, subject to the provisions of Section 1002, the principal of
      and
      any premium, if any, and interest, if any, on Securities of the series shall
      be
      payable, where any Securities of the series may be surrendered for registration
      of transfer, where Securities of the series may be surrendered for exchange,
      where Securities of the series that are convertible or exchangeable may be
      surrendered for conversion or exchange, as applicable, and notices and demands
      to or upon the Company in respect of the Securities of the series and this
      Indenture may be served;

     

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

     

    (14)  the
      obligation, if any, of the Company to redeem or purchase any Securities of
      the
      series pursuant to any sinking fund or analogous provisions or at the option
      of
      the Holder thereof and the period or periods within which, the price or prices
      at 

     

    
      
         

      

      
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    which
      and
      the terms and conditions upon which any Securities of the series shall be
      redeemed or purchased, in whole or in part, pursuant to such
      obligation;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (21)  if
      either
      or both of the provisions of Section 1302 or 1303 are applicable to the
      Securities of such series;

     

    (22)  if
      the
      amount of principal and interest on the Securities of the series may be
      determined by reference to an index, the manner in which such amounts shall
      be
      determined;

     

    (23)  if
      the
      principal amount payable at the Stated Maturity of any Securities of the series
      will not be determinable as of any one or more dates prior to the Stated
      Maturity, the amount which shall be deemed to be the principal amount of such
      Securities 

     

    
      
         

      

      
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    as
      of any
      such date for any purpose thereunder or hereunder, including the principal
      amount thereof which shall be due and payable upon any Maturity other than
      the
      Stated Maturity or which shall be deemed to be Outstanding as of any date prior
      to the Stated Maturity (or, in any such case, the manner in which such amount
      deemed, to be the principal amount shall be determined);

     

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

     

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

     

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

     

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

     

    (28)  any
      other
      terms of the series (which terms shall not be inconsistent with the provisions
      of this Indenture, except as permitted by Section 901(5); and

     

    (29)  whether,
      under what circumstances and the Currency in which the Company will pay
      Additional Amounts as contemplated by Section 1009 on the Securities of the
      series to any Holder who is not a United States Person(s) (including any
      modification to the definition of such term) in respect of any tax, assessment
      or governmental charge and, if so, whether the Company will have the option
      to
      redeem such Securities rather than pay such Additional Amounts (and the terms
      of
      any such option).

     

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

     

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

     

    
      
         

      

      
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    SECTION
      302.  Denominations.

     

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

     

    SECTION
      303.  Execution,
      Authentication, Delivery and Dating.

     

    The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board, its Deputy Chairman of the Board, its President or one of its Vice
      Presidents, under its corporate seal reproduced thereon attested by its
      Secretary or one of its Assistant Secretaries. The signature of any of these
      officers on the Securities may be manual or facsimile.

     

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

     

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

     

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

     

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

     

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

     

    If
      such
      form or terms have been so established, the Trustee shall not be required to
      authenticate such Securities if the issue of such Securities pursuant to this
      Indenture will 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.

     

    
      
         

      

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

     

    Each
      Security shall be dated the date of its authentication.

     

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

     

    SECTION
      304.  Temporary
      Securities.

     

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

     

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

     

    Until
      exchanged in full as hereinafter provided, the temporary Securities of any
      series shall in all respects be entitled to the same benefits under this
      Indenture as definitive Securities of the same series and of like tenor
      authenticated and delivered hereunder.

     

    SECTION
      305.  Registration,
      Registration of Transfer and Exchange.

     

    The
      Company shall cause to be kept at an office or agency to be maintained by the
      Company in accordance with Section 1002 a register (being the combined register
      of the Security Registrar and all transfer agents designated pursuant to Section
      1002 for the purpose of 

     

    
      
         

      

      
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    registration
      of transfer of Securities and sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may
      prescribe, the Company shall provide for the registration of Securities and
      the
      registration of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of
      Securities as herein provided.

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      306.  Mutilated,
      Destroyed, Lost and Stolen Securities.

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

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

     

    SECTION
      307.  Payment
      of Interest; Interest Rights Preserved.

     

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

     

    Any
      interest on any Security of any series which is payable, but is not punctually
      paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
      relevant Regular Record Date by virtue of having been such Holder, and such
      Defaulted Interest may be paid by the Company, at its election in each case,
      as
      provided in Clause (1) or (2) below:

     

    (1)  The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on a Special Record Date
      for
      the payment of such Defaulted Interest, which shall be fixed in the following
      manner. The Company shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each Security of such series and
      the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall 

     

    
      
         

      

      
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    make
      arrangements satisfactory to the Trustee for such deposit prior to the date
      of
      the proposed payment, such money when deposited to be held in trust for the
      benefit of the Persons entitled to such Defaulted Interest as in this Clause
      provided. Thereupon the Trustee shall fix a Special Record Date for the payment
      of such Defaulted Interest which shall be not more than 15 days and not less
      than 10 days prior to the date of the proposed payment and not less than 10
      days
      after the receipt by the Trustee of the notice of the proposed payment. The
      Trustee shall promptly notify the Company of such Special Record Date and,
      in
      the name and at the expense of the Company, shall cause notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor to
      be
      given to each Holder of Securities of such series in the manner set forth in
      Section 106, not less than 10 days prior to such Special Record Date. Notice
      of
      the proposed payment of such Defaulted Interest and the Special Record Date
      therefor having been so mailed, such Defaulted Interest shall be paid to the
      Persons in whose names the Securities of such series (or their respective
      Predecessor Securities) are registered at the close of business on such Special
      Record Date and shall no longer be payable pursuant to the following Clause
      (2).

     

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

     

    Subject
      to the foregoing provisions of this Section and Section 305, each Security
      delivered under this Indenture upon registration of transfer of or in exchange
      for or in lieu of any other Security shall carry the rights to interest accrued
      and unpaid, and to accrue, which were carried by such other
      Security.

     

    SECTION
      308.  Persons
      Deemed Owners.

     

    Prior
      to
      due presentment of a Security for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name such Security is registered as the owner of such Security for the
      purpose of receiving payment of principal of and any premium and (subject to
      Section 305 and Section 307) any interest on such Security and for all other
      purposes whatsoever, whether or not such Security be overdue, and neither the
      Company, the Trustee nor any agent of the Company or the Trustee shall be
      affected by notice to the contrary.

     

    SECTION
      309.  Cancellation.

     

    All
      Securities surrendered for payment, redemption, registration of transfer or
      exchange or for credit against any sinking fund payment shall, if surrendered
      to
      any Person other than the Trustee, be delivered to the Trustee and shall be
      promptly cancelled by it. The Company may at any time deliver to the Trustee
      for
      cancellation any Securities previously authenticated and delivered hereunder
      which the Company may have acquired in any manner whatsoever, and may deliver
      to
      the Trustee (or to any other Person for delivery to the Trustee) for
      cancellation any Securities previously authenticated hereunder which the Company
      has not issued and sold, and 

     

    
      
         

      

      
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    all
      Securities so delivered shall be promptly cancelled by the Trustee. No
      Securities shall be authenticated in lieu of or in exchange for any Securities
      cancelled as provided in this Section, except as expressly permitted by this
      Indenture. All cancelled Securities held by the Trustee shall be disposed of
      as
      directed by a Company Order or in the Trustee’s customary manner, which manner
      shall be communicated in writing to the Company.

     

    SECTION
      310.  Computation
      of Interest.

     

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

     

    SECTION
      311.  CUSIP
      Numbers

     

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

     

    ARTICLE
      IV

    SATISFACTION
      AND DISCHARGE

    SECTION
      401.  Satisfaction
      and Discharge of Indenture.

     

    This
      Indenture shall upon Company Request cease to be of further effect (except
      as to
      any surviving rights of registration of transfer or exchange of Securities
      herein expressly provided for, and any right to receive additional amounts,
      as
      provided in Section 1009), and the Trustee, at the expense of the Company,
      shall
      execute proper instruments acknowledging satisfaction and discharge of this
      Indenture, when

     

    (1)  either

     

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

     

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

     

    (i)  have
      become due and payable, or

     

    
      
         

      

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section 607, the obligations of the Trustee to any
      Authenticating Agent under Section 614 and, if money shall have been deposited
      with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the
      obligations of the Trustee under Section 402 and the last paragraph of Section
      1003 shall survive such satisfaction and discharge.

     

    SECTION
      402.  Application
      of Trust Money.

     

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

     

    ARTICLE
      V

    REMEDIES

    SECTION
      501.  Events
      of Default.

     

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

     

    
      
         

      

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

     

    (2)  default
      in the payment of the principal of or any premium on any Security of that series
      at its Maturity and (if so established as contemplated by Section 301 in respect
      of that series), in the case of technical or administrative difficulties only
      if
      such default persists for a period of five days; or

     

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

     

    (4)  default
      in the performance, or breach, of any covenant or warranty of the Company in
      this Indenture (other than a covenant or warranty a default in whose performance
      or whose breach is elsewhere in this Section specifically dealt with or which
      has expressly been included in this Indenture solely for the benefit of series
      of Securities other than that series), and continuance of such default or breach
      for a period of 90 days after there has been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee by the
      Holders of at least 10% in principal amount of the Outstanding Securities of
      that series a written notice specifying such default or breach and requiring
      it
      to be remedied and stating that such notice is a “Notice of Default” hereunder
      or

     

    (5)  the
      entry
      by a court having jurisdiction in the premises of (A) a decree or order for
      relief in respect of the Company in an involuntary case or proceeding under
      any
      applicable Federal or State bankruptcy, insolvency, reorganization or other
      similar law or (B) a decree or order adjudging the Company a bankrupt or
      insolvent, or approving as properly filed a petition seeking reorganization,
      arrangement, adjustment or composition of or in respect of the Company under
      any
      applicable Federal or State law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or of any substantial part of its property, or ordering the winding
      up
      or liquidation of its affairs, and the continuance of any such decree or order
      for relief or any such other decree or order unstayed and in effect for a period
      of 90 consecutive days; or

     

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

     

    
      
         

      

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

     

    SECTION
      502.  Acceleration
      of Maturity; Rescission and Annulment.

     

    If
      an
      Event of Default (other than an Event of Default specified in Section 501(5),or
      501(6)) with respect to Securities of any series at the time Outstanding occurs
      and is continuing, then in every such case the Trustee or the Holders of not
      less than 25% in principal amount of the Outstanding Securities of that series
      may declare the principal amount of all the Securities of that series (or,
      if
      any Securities of that series are Original Issue Discount Securities, such
      portion of the principal amount of such Securities as may be specified by the
      terms thereof) to be due and payable immediately, by a notice in writing to
      the
      Company (and to the Trustee if given by Holders), and upon any such declaration
      such principal amount (or specified amount) shall become immediately due and
      payable. If an Event of Default specified in Section 501(5) or 501 (6) with
      respect to Securities of any series at the time Outstanding occurs, the
      principal amount of all the Securities of that series (or, if any Securities
      of
      that series are Original Issue Discount Securities, such portion of the
      principal amount of such Securities as may be specified by the terms thereof)
      shall automatically, and without any declaration or other action on the part
      of
      the Trustee or any Holder, become immediately due and payable.

     

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

     

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

     

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

     

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

     

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

     

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

     

    and

     

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

     

    
      
         

      

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

     

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

     

    The
      Company covenants that if

     

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

     

    (2)  default
      is made in the payment of the principal of (or premium, if any, on) any Security
      at the Maturity thereof,

     

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

     

    If
      the
      Company fails to pay such amounts forthwith upon such demand, the Trustee,
      in
      its own name and as trustee of an express trust, may institute a judicial
      proceeding for the collection of the sums so due and unpaid, may prosecute
      such
      proceeding to judgment or final decree and may enforce the same against the
      Company or any other obligor upon such Securities and collect the moneys
      adjudged or decreed to be payable in the manner provided by law out of the
      property of the Company or any other obligor upon such Securities, wherever
      situated.

     

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

     

    SECTION
      504.  Trustee
      May File Proofs of Claim.

     

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

     

    
      
         

      

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

     

    SECTION
      505.  Trustee
      May Enforce Claims Without Possession of Securities.

     

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

     

    SECTION
      506.  Application
      of Money Collected.

     

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

     

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

     

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

     

    THIRD:  To
      the
      Company.

     

    SECTION
      507.  Limitation
      on Suits.

     

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

     

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

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
      any other provision in this Indenture, the Holder of any Security shall have
      the
      right, which is absolute and unconditional, to receive payment of the principal
      of and any premium and (subject to Sections 305 and 307) interest on such
      Security on the respective Stated Maturities expressed in such Security (or,
      in
      the case of redemption, on the Redemption Date) and to institute suit for the
      enforcement of any such payment, and such rights shall not be impaired without
      the consent of such Holder.

     

    SECTION
      509.  Restoration
      of Rights and Remedies.

     

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

     

    SECTION
      510.  Rights
      and Remedies Cumulative.

     

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

     

    
      
         

      

      
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    SECTION
      511.  Delay
      or Omission Not Waiver.

     

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

     

    SECTION
      512.  Control
      by Holders.

     

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

     

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

     

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

     

    SECTION
      513.  Waiver
      of Past Defaults.

     

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

     

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

     

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

     

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

     

    SECTION
      514.  Undertaking
      for Costs.

     

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

     

    
      
         

      

      
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    SECTION
      515.  Waiver
      of Usury, Stay or Extension Laws.

     

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

     

    ARTICLE
      VI

    THE
      TRUSTEE

    SECTION
      601.  Certain
      Duties and Responsibilities.

     

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

     

    SECTION
      602.  Notice
      of Defaults.

     

    If
      a
      default occurs hereunder with respect to Securities of any series, the Trustee
      shall give the Holders of Securities of such series notice of such default
      as
      and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified
      in
      Section 501(4) with -respect to Securities of such series, no such notice to
      Holders shall be given until at least 30 days after the occurrence thereof.
      For
      the purpose of this Section, the term “default” means any event which is, or
      after notice or lapse of time or both would become, an Event of Default with
      respect to Securities of such series.

     

    SECTION
      603.  Certain
      Rights of Trustee.

     

    Subject
      to the provisions of Section 601:

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
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    SECTION
      604.  Not
      Responsible for Recitals or Issuance of Securities.

     

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

     

    SECTION
      605.  May
      Hold Securities.

     

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

     

    SECTION
      606.  Money
      Held In Trust.

     

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

     

    SECTION
      607.  Compensation
      and Reimbursement.

     

    The
      Company agrees

     

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

     

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

     

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

     

    SECTION
      608.  Conflicting
      Interests.

     

    If
      the
      Trustee has or shall acquire a conflicting interest within the meaning of the
      Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
      to the extent and in the 

     

    
      
         

      

      
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    manner
      provided by, and subject to the provisions of, the Trust Indenture Act and
      this
      Indenture. To the extent permitted by such Act, the Trustee shall not be deemed
      to have a conflicting interest by virtue of being a trustee under this Indenture
      with respect to Securities of more than one series.

     

    SECTION
      609.  Corporate
      Trustee Required; Eligibility.

     

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

     

    SECTION
      610.  Resignation
      and Removal; Appointment of Successor.

     

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

     

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

     

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

     

    If
      at any
      time:

     

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

     

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

     

    (3)  the
      Trustee shall become incapable of acting or shall be adjudged a bankrupt or
      insolvent or a receiver of the Trustee or of its property shall be appointed
      or


     

    
      
         

      

      
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    any
      public officer shall take charge or control of the Trustee or of its property
      or
      affairs for the purpose of rehabilitation, conservation or
      liquidation,

     

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

     

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

     

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

     

    SECTION
      611.  Acceptance
      of Appointment by Successor.

     

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

     

    
      
         

      

      
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    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 (1) 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, (2) if the retiring Trustee
      is not retiring with respect to all Securities, shall contain such provisions
      as
      shall be deemed necessary or desirable to confirm that all the rights, powers,
      trusts and duties of the retiring Trustee with respect to the Securities of
      that
      or those series as to which the retiring Trustee is not retiring shall continue
      to be vested in the retiring Trustee, and (3) shall add to or change any of
      the
      provisions of this Indenture as shall be necessary to provide for or facilitate
      the administration of the trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees co-trustees of the same trust and that each such
      Trustee shall be trustee of a trust or trusts hereunder separate and apart
      from
      any trust or trusts hereunder administered by any other such Trustee; and upon
      the execution and delivery of such supplemental indenture the resignation or
      removal of the retiring Trustee shall become effective to the extent provided
      therein and each such successor Trustee, without any further act, deed or
      conveyance, shall become vested with all the rights, powers, trusts and duties
      of the retiring Trustee with respect to the Securities of that or those series
      to which the appointment of such successor Trustee relates; but, on request
      of
      the Company or any successor Trustee, such retiring Trustee shall duly assign,
      transfer and deliver to such successor Trustee all property and money held
      by
      such retiring Trustee hereunder with respect to the Securities of that or those
      series to which the appointment of such successor Trustee relates.

     

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

     

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

     

    SECTION
      612.  Merger,
      Conversion, Consolidation or Succession to Business.

     

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

     

    
      
         

      

      
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    SECTION
      613.  Preferential
      Collection of Claims Against Company.

     

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

     

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

     

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

     

    SECTION
      614.  Appointment
      of Authenticating Agent.

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

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

     

    
      	 	 
	 	 
	 	
              As
                Trustee

            
	 	 
	 	 
	 	
              By

            	 
	 	 	
              As
                Authenticating Agent

            
	 	 
	 	 
	 	
              By

            	 
	 	 	
              Authorized
                Officer

            
	 	 


    

    
 

    
      
         

      

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

     

    ARTICLE
      VII

    HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

    SECTION
      701.  Company
      to Furnish Trustee Names and Addresses of Holders.

     

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

     

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

     

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

     

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

     

    SECTION
      702.  Preservation
      of Information; Communications to Holders.

     

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

     

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

     

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

     

    
      
         

      

      
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    SECTION
      703.  Reports
      by Trustee.

     

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

     

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

     

    SECTION
      704.  Reports
      by Company.

     

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

     

    ARTICLE
      VIII

    CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

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

     

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

     

    (1)  the
      Company is the surviving corporation or, in case the Company shall consolidate
      with or merge into another Person or convey, transfer or lease its properties
      and assets substantially as an entirety to any Person, the Person formed by
      such
      consolidation or into which the Company is merged or the Person which acquires
      by conveyance or transfer, or which leases, the properties and assets of the
      Company substantially as an entirety shall be a corporation, partnership or
      trust, organized and validly existing under the laws of the United States of
      America, any State thereof or the District of Columbia and shall expressly
      assume, by an indenture supplemental hereto, executed and delivered to the
      Trustee, in form satisfactory to the Trustee, the due and punctual payment
      of
      the principal of and any premium and interest (including all additional amounts,
      if any payable pursuant to Section 1009) on all the Securities and the
      performance or observance of every covenant of this Indenture on the part of
      the
      Company to be performed or observed;

     

    (2)  immediately
      after giving effect to such transaction and treating any indebtedness which
      becomes an obligation of the Company or any Subsidiary as a result 

     

    
      
         

      

      
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    of
      such
      transaction as having been incurred by the Company or such Subsidiary at the
      time of such transaction, no Event of Default, and no event which, after notice
      or lapse of time or both, would become an Event of Default, shall have happened
      and be continuing;

     

    (3)  if,
      as a
      result of any such consolidation or merger or such conveyance, transfer or
      lease, properties or assets of the Company would become subject to a mortgage,
      pledge, lien, security interest or other encumbrance which would not be
      permitted by this Indenture, the Company or such successor Person, as the case
      may be, shall take such steps as shall be necessary effectively to secure the
      Securities equally and ratably with (or prior to) all indebtedness secured
      thereby; and

     

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

     

    SECTION
      802.  Successor
      Substituted.

     

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

     

    ARTICLE
      IX

    SUPPLEMENTAL
      INDENTURES

    SECTION
      901.  Supplemental
      Indentures Without Consent of Holders.

     

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

     

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

     

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

     

    
      
         

      

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

     

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

     

    (5)  to
      secure
      the Securities; or

     

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

     

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

     

    (8)  to
      cure
      any ambiguity, to correct or supplement any provision herein which may be
      defective or inconsistent with any other provision herein, or to make any other
      provisions with respect to matters or questions arising under this Indenture,
      provided that such action pursuant to this Clause (8) shall not adversely affect
      the interests of the Holders of Securities of any series in any material
      respect.

     

    SECTION
      902.  Supplemental
      Indentures With Consent of Holders.

     

    With
      the
      consent of the Holders of not less than 50% in aggregate principal amount of
      the
      Outstanding Securities of each series affected by such supplemental indenture,
      by Act of said Holders delivered to the Company and the Trustee, the Company,
      when authorized by a Board Resolution, and the Trustee may enter into an
      indenture or indentures supple-mental hereto for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Indenture or of modifying in any manner the rights of the Holders of
      Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the
      consent
      of the Holder of each Outstanding Security affected thereby,

     

    (1)  change
      the Stated Maturity of the principal of, or any installment of principal of
      or
      interest on, any Security, or reduce the principal amount thereof or the rate
      of
      interest thereon or any premium payable upon the redemption thereof, or change
      any obligation of the Company to pay additional amounts pursuant to Section
      1009
      (except as contemplated by Section 801(1) and permitted by Section 901(1),
      or
      reduce the amount of the principal of an Original Issue Discount Security or
      any
      other Security which would be due and payable upon a declaration of acceleration
      of the Maturity thereof pursuant to Section 502, or change any Place of Payment
      where, or the coin or currency in which, any Security or any premium or interest
      thereon is payable, or impair the right to institute 

     

    
      
         

      

      
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    suit
      for
      the enforcement of any such payment on or after the Stated Maturity thereof
      (or,
      in the case of redemption, on or after the Redemption Date), or

     

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

     

    (3)  change
      any obligation of the Company to maintain an office or agency in the places
      and
      for the purposes specified in Section 1002, or

     

    (4)  modify
      any of the provisions of this Section, Section 513 or Section 1009, except
      to
      increase any such percentage or to provide that certain other provisions of
      this
      Indenture cannot be modified or waived without the consent of the Holder of
      each
      Outstanding Security affected thereby; provided, however, that
      this clause shall not be deemed to require the consent of any Holder with
      respect to changes in the references to “the Trustee” and concomitant changes in
      this Section and Section 1008, or the deletion of this proviso, in accordance
      with the requirements of Sections 611 and 901(7).

     

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

     

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

     

    SECTION
      903.  Execution
      of Supplemental Indentures.

     

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

     

    SECTION
      904.  Effect
      of Supplemental Indentures.

     

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

     

    
      
         

      

      
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    SECTION
      905.  Conformity
      with Trust Indenture Act.

     

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

     

    SECTION
      906.  Reference
      in Securities to Supplemental Indentures.

     

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

     

    ARTICLE
      X

    COVENANTS

    SECTION
      1001.  Payment
      of Principal, Premium and Interest.

     

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

     

    SECTION
      1002.  Maintenance
      of Office or Agency.

     

    The
      Company will maintain in each Place of Payment for any series an office or
      agency where Securities of that series may be presented or surrendered for
      payment, where Securities of that series may be surrendered for registration
      of
      transfer or exchange and where notices and demands to or upon the Company in
      respect of the Securities of that series and this Indenture may be served.
      The
      Company will give prompt written notice to the Trustee of the location, and
      any
      change in the location, of any such office or agency. If at any time the Company
      shall fail to maintain any such required office or agency in respect of any
      series of Securities or shall fail to furnish the Trustee with the address
      thereof, such presentations and surrenders of Securities of that series may
      be
      made and notices and demands may be made or served at the Corporate Trust Office
      of the Trustee, and the Company hereby appoints the same as its agent to receive
      such respective presentations, surrenders, notices and demands. The Company
      may
      also from time to time designate one or more other offices or agencies where
      the
      Securities of one or more series may be presented or surrendered for any or
      all
      such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission
      shall in any manner relieve the Company of its obligation to maintain an office
      or agency in each Place of Payment for Securities of any series for such
      purposes. The Company will give prompt written notice to the Trustee of any
      such
      designation or rescission and of any change in the location of any such other
      office or agency.

     

    
      
         

      

      
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    SECTION
      1003.  Money
      for Securities Payments to Be Held in Trust.

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
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    SECTION
      1004.  Statement
      by Officers as to Default.

     

    The
      Company will deliver to the Trustee, within 120 days after the end of each
      fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof
      the Company is in default in the performance and observance of any of the terms,
      provisions and conditions of this Indenture (without regard to any period of
      grace or requirement of notice provided hereunder) and, if the Company shall
      be
      in default, specifying all such defaults and the nature and status thereof
      of
      which they may have knowledge. The Company shall deliver to the Trustee, as
      soon
      as reasonably prachcable and in any event within 20 days after the Company
      becomes aware of the occurrence of any Event of Default or an event which,
      with
      notice or the lapse of time or both, would constitute an Event of Default,
      an
      Officers’ Certificate setting forth the details of such Event of Default or
      default.

     

    SECTION
      1005.  Existence.

     

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

     

    SECTION
      1006.  Maintenance
      of Properties.

     

    The
      Company will cause all properties used or useful in the conduct of its business
      or the business of any Subsidiary to be maintained and kept in good condition,
      repair and working order and supplied with all necessary equipment and will
      cause to be made all necessary repairs, renewals, replacements, betterments
      and
      improvements thereof, all as in the judgment of the Company may be necessary
      so
      that the business carried on in connection therewith may be properly and
      advantageously conducted at all times; provided, however, that
      nothing in this Section shall prevent the Company from discontinuing the
      operation or maintenance of any of such properties if such discontinuance is,
      in
      the judgment of the Company, desirable in the conduct of its business or the
      business of any Subsidiary and not disadvantageous in any material respect
      to
      the ability of the Company to make payments hereunder.

     

    SECTION
      1007.  Payment
      of Taxes and Other Claims.

     

    The
      Company will pay or discharge or cause to be paid or discharged, before the
      same
      shall become delinquent, (1) all taxes, assessments and governmental charges
      levied or imposed upon the Company or any Subsidiary or upon the income, profits
      or property of the Company or any Subsidiary, and (2) all lawful claims for
      labor, materials and supplies which, if unpaid, might by law become a lien
      upon
      the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge
      or
      cause to be paid or discharged any such tax, assessment, charge or claim whose
      amount, applicability or validity is being contested in good faith.

     

    
      
         

      

      
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    SECTION
      1008.  Waiver
      of Certain Covenants.

     

    Except
      as
      otherwise specified as contemplated by Section 301 for Securities of such
      series, the Company may, with respect to the Securities of any series, omit
      in
      any particular instance to comply with any term, provision or condition set
      forth in any covenant provided pursuant to Section 301(22), 901(2) or 901(7)
      for
      the benefit of the Holders of such series if before the time for such compliance
      the Holders of at least 50% in principal amount of the Outstanding Securities
      of
      such series shall, by Act of such Holders, either waive such compliance in
      such
      instance or generally waive compliance with such term, provision or condition,
      but no such waiver shall extend to or affect such term, provision or condition
      except to the extent so expressly waived, and, until such waiver shall become
      effective, the obligations of the Company and the duties of the Trustee in
      respect of any such term, provision or condition shall remain in full force
      and
      effect.

     

    SECTION
      1009.  Additional
      Amounts

     

    If
      the
      Securities of a series provide for the payment of additional amounts, the
      Company will pay to the Holder of any Security of such series additional amounts
      as provided therein. Whenever in this Indenture there is mentioned, in any
      context, the payment of the principal of or any premium or interest on, or
      in
      respect of, any Security of any series or the net proceeds received on the
      sale
      or exchange of any Security of any series, such mention shall be deemed to
      include mention of the payment of additional amounts provided for in this
      Section to the extent that, in such context, additional amounts are, were or
      would be payable in respect thereof pursuant to the provisions of this Section
      and express mention of the payment of additional amounts (if applicable) in
      any
      provisions hereof shall not be construed as excluding additional amounts in
      those provisions hereof where such express mention is not made.

     

    If
      the
      Securities of a series provide for the payment of additional amounts, at least
      10 days prior to the first Interest Payment Date with respect to that series
      of
      Securities (or if the Securities of that series will not bear interest prior
      to
      Maturity, the first day on which a payment of principal and any premium is
      made), and at least 10 days prior to each date of payment of principal and
      any
      premium or interest if there has been any change with respect to the matters
      set
      forth in the below-mentioned Officers’ Certificate, the Company will furnish the
      Trustee and the Company’s principal Payment Agent or Paying Agents, if other
      than the Trustee, with an Officers’ Certificate instructing the Trustee and such
      Paying Agent or Paying Agents whether such payment of principal of and any
      premium or interest on the Securities of that series shall be made to Holders
      of
      Securities of that series who are United States Aliens without withholding
      for
      or on account of any tax, assessment or other governmental charge described
      in
      the Securities of that series. If any such withholding shall be required, then
      such Officers’ Certificate shall specify by country the amount, if any, required
      to be withheld on such payments to such Holders of Securities and the Company
      will pay to the Trustee or such Paying Agent the additional amounts required
      by
      this Section. The Company covenants to indemnify the Trustee and any Paying
      Agent for, and to hold them harmless against, any loss, liability or expense
      reasonably incurred without negligence or bad faith on their part arising out
      of
      or in connection with actions taken or omitted by any of them in reliance on
      any
      Officers’ Certificate furnished pursuant to this Section.

     

    
      
         

      

      
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    ARTICLE
      XI

    REDEMPTION
      OF SECURITIES

    SECTION
      1101.  Applicability
      of Article.

     

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

     

    SECTION
      1102.  Election
      to Redeem; Notice to Trustee.

     

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

     

    SECTION
      1103.  Selection
      by Trustee of Securities to Be Redeemed.

     

    If
      less
      than all the Securities of any series are to be redeemed (unless all the
      Securities of such series and of a specified tenor are to be redeemed or unless
      such redemption affects only a single Security), the particular Securities
      to be
      redeemed shall be selected not more than 60 days prior to the Redemption Date
      by
      the Trustee, from the Outstanding Securities of such series not previously
      called for redemption, by such method as the Trustee shall deem fair and
      appropriate and which may provide for the selection for redemption of portions
      (equal to the minimum authorized denomination for Securities of that series
      or
      any integral multiple thereof) of the principal amount of Securities of such
      series of a denomination larger than the minimum authorized denomination for
      Securities of that series or of the principal amount of global securities of
      such series. If less than all of the Securities of such series and of a
      specified tenor are to be redeemed, the particular Securities to be redeemed
      shall be selected not more than 60 days prior to the Redemption Date by the
      Trustee, from the Outstanding Securities of such series and specified tenor
      not
      previously called for redemption in accordance with the preceding sentence.
      If
      so specified in the Securities of a series, partial redemptions must be in
      an
      amount not less than $[          ]
      principal amount of Securities.

     

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

     

    
      
         

      

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

     

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

     

    SECTION
      1104.  Notice
      of Redemption.

     

    Notice
      of
      redemption shall be given in the manner provided in Section 106 to the Holders
      of Securities to be redeemed not less than 30 nor more than 60 days prior to
      the
      Redemption Date.

     

    All
      notices of redemption shall state:

     

    (1)  the
      Redemption Date,

     

    (2)  the
      Redemption Price,

     

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

     

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

     

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

     

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

     

    (7)  applicable
      cusip numbers, if any

     

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

     

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

     

    
      
         

      

      
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    SECTION
      1105.  Deposit
      of Redemption Price.

     

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

     

    SECTION
      1106.  Securities
      Payable on Redemption Date.

     

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

     

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

     

    SECTION
      1107.  Securities
      Redeemed in Part.

     

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

     

    ARTICLE
      XII

    SINKING
      FUNDS

    SECTION
      1201.  Applicability
      of Article.

     

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

     

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

     

    SECTION
      1202.  Satisfaction
      of Sinking Fund Payments with Securities.

     

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

     

    SECTION
      1203.  Redemption
      of Securities for Sinking Fund.

     

    Not
      less
      than 45 days prior (unless a shorter period shall be satisfactory to the
      Trustee) to each sinking fund payment date for any Securities, the Company
      will
      deliver to the Trustee an Officers’ Certificate specifying the amount of the
      next ensuing sinking fund payment for such Securities pursuant to the terms
      of
      such Securities, the portion thereof, if any, which is to be satisfied by
      payment of cash and the portion thereof, if any, which is to be satisfied by
      delivering and crediting Securities pursuant to Section 1202 and will also
      deliver to the Trustee any Securities to be so delivered. Not less than [15
      nor
      more than 45] days prior to each such sinking fund payment date, the Trustee
      shall select the Securities to be redeemed upon such sinking fund payment date
      in the manner specified in Section 1103 and cause notice of the redemption
      thereof to be given in the name of and at the expense of the Company in the
      manner provided in Section 1104. Such notice having been duly given, the
      redemption of such Securities shall be made upon the terms and in the manner
      stated in Sections 1106 and 1107.

     

    ARTICLE
      XIII

    DEFEASANCE
      AND COVENANT DEFEASANCE

    SECTION
      1301.  Company’s
      Option to Effect Defeasance or Covenant Defeasance.

     

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

     

    SECTION
      1302.  Defeasance
      and Discharge.

     

    Upon
      the
      Company’s exercise of the option provided in Section 1301 applicable to this
      Section, the Company shall be deemed to have been discharged from its
      obligations with respect 

     

    
      
         

      

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

     

    SECTION
      1303.  Covenant
      Defeasance.

     

    Upon
      the
      Company’s exercise of the option provided in Section 1301 applicable to this
      Section, (i) the Company shall be released from its obligations with respect
      to
      the Securities of such Series under Section 801, Sections 1005 through 1009,
      inclusive, and any covenants provided pursuant to Section 301(22), 901(2) or
      901(7) for the benefit of the Holders of such Securities and (ii) the occurrence
      of an event specified in Sections 501(3), (4) or (5) shall not be deemed to
      be
      an Event of Default on and after the date the conditions set forth below are
      satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant
      defeasance means that the Company may omit to comply with and shall have no
      liability in respect of any term, condition or limitation set forth in any
      such
      Section or clause whether directly or indirectly by reason of any reference
      elsewhere herein to any such Section or clause or by reason of any reference
      in
      any such Section or clause to any other provision herein or in any other
      document, but the remainder of this Indenture and such Securities shall be
      unaffected thereby.

     

    SECTION
      1304.  Conditions
      to Defeasance or Covenant Defeasance.

     

    The
      following shall be the conditions to application of either Section 1302 or
      Section 1303 to the then Outstanding Securities of any series:

     

    (1)  The
      Company shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee satisfying the requirements of Section 609 who
      shall
      agree to comply with the provisions of this Article Thirteen applicable to
      it)
      as trust funds in trust for the purpose of making the following payments
      specifically pledged as security for, and dedicated solely to, the benefit
      of
      the Holders of the Securities of such series, (A) money in an amount, or (B)
      Government Obligations which through the scheduled payment of principal and
      interest in respect thereof in accordance with their terms will provide, not
      later than one day before the due date of any payment, money in an amount,
      or
      (C) 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 and discharge, and which shall be
      applied by the Trustee (or other qualifying trustee) to pay and discharge,
      the
      principal of, premium, if any, and each 

     

    
      
         

      

      
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    installment
      of interest on the Securities on the Stated Maturity of such principal or
      installment of interest in accordance with the terms of this Indenture and
      of
      the Securities of such series. For this purpose, “Government Obligations” means,
      with respect to any series of Securities, securities that are (x) direct
      obligations of the government that issued the currency in which such series
      is
      denominated (or, if such series is denominated in euro, the direct obligations
      of any government that is a member of the European Monetary Union) for the
      payment of which its full faith and credit is pledged or (y) obligations of
      a
      Person controlled or supervised by and acting as an agency or instrumentality
      of
      such government the payment of which is unconditionally guaranteed as a full
      faith and credit obligation by such government, which, in either case, are
      not
      callable or redeemable at the option of the issuer thereof and shall also
      include a depositary receipt issued by a bank (as defined in Section 3(a)(2)
      of
      the Securities Act) as custodian with respect to any Government Obligation
      where
      the relevant government is the United States of America or a specific payment
      of
      principal of or interest on any such Government Obligation held by such
      custodian for the account of the holder of such depositary receipt,
provided that (except as required by law) such custodian is not
      authorized to make any deduction from the amount payable to the holder of such
      depository receipt from any amount received by the custodian in respect of
      the
      such Government Obligation or the specific payment of principal of or interest
      on such Government Obligation evidenced by such depository receipt.

     

    (2)  In
      the
      event of an election to have Section 1302 apply to any Securities or any series
      of Securities, as the case may be, the Company shall have delivered to the
      Trustee an opinion of Counsel stating that (x) the Company has received from,
      or
      there has been published by, the Internal Revenue Service a ruling, or (y)
      since
      the date of this Indenture there has been a change in the applicable federal
      income tax law, in either case to the effect that, and based thereon such
      opinion shall confirm that, the Holders of the Outstanding Securities of such
      series will not recognize gain or loss for federal income tax purposes as a
      result of such deposit, defeasance and discharge and will be subject to federal
      income tax on the same amount, in the same manner and at the same times as
      would
      have been the case if such deposit, defeasance and discharge had not
      occurred.

     

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

     

    (4)  The
      Company shall have delivered to the Trustee an Officer’s Certificate to the
      effect that the Securities of such series, if then listed on any securities
      exchange, will not be delisted as a result of such deposit.

     

    (5)  No
      Event
      of Default or event which with notice or lapse of time or both would become
      an
      Event of Default with respect to the Securities of such series shall have
      occurred and be continuing on the date of such deposit or, insofar as
      subsections 501(6) and (7) are concerned, at any time during the period ending
      on the 90th day after the date 

     

    
      
         

      

      
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    of
      such
      deposit (it being understood that this condition shall not be deemed satisfied
      until the expiration of such period).

     

    (6)  Such
      defeasance or covenant defeasance shall not cause the Trustee to have a
      conflicting interest as defined in Section 608 and for purposes of the Trust
      Indenture Act with respect to any securities of the Company.

     

    (7)  Such
      defeasance or covenant defeasance shall not result in a breach or violation
      of,
      or constitute a default under, any other agreement or instrument to which the
      Company is a party or by which it is bound.

     

    (8)  The
      Company shall have delivered to the Trustee and Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent provided for
      relating to either the defeasance under Section 1302 or the covenant defeasance
      under Section 1303 (as the case may be) have been complied with.

     

    (9)  Such
      defeasance or covenant defeasance shall not result in the trust arising from
      such deposit constituting an investment company as defined in the Investment
      Company Act, or such trust shall be qualified under such act or exempt from
      regulation thereunder.

     

    SECTION
      1305.  Deposited
      Money and Government Obligations to be Held in Trust; Other Miscellaneous
      Provisions.

     

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

     

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

     

    Anything
      in this Article Thirteen to the contrary notwithstanding, the Trustee shall
      delivered or pay to the Company from time to time upon Company Request any
      money
      or Government Obligations held by it as provided in Section 1304 which, in
      the
      opinion of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee, are
      in
      excess of the amount thereof which would then be required to be deposited to
      effect an equivalent defeasance or covenant defeasance.

     

    
      
         

      

      
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    SECTION
      1306.  Reinstatement.

     

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

     

    ARTICLE
      XIV

    MEETING
      OF HOLDERS OF SECURITIES

    SECTION
      1401.  Purposes
      for which Meetings may be Called

     

    A
      meeting
      of Holders of Securities of any or all series of Securities may be called at
      any
      time and from time to time pursuant to this Article to make, give or take any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be made, given to taken by Holders of
      Securities of such series.

     

    SECTION
      1402.  Call,
      Notice and Place of Meetings

     

    (a)  The
      Trustee may at any time call a meeting of Holders of Securities of any series
      for any purposes specified in Section 1401, to be held at any such time and
      at
      such place in the Borough of Manhattan, the City of New York, as the Trustee
      shall determine. Notice of every meeting of Holders of Securities of any series,
      setting forth the time and the place of such meeting and in general terms the
      action proposed to be taken at such meeting, shall be given, in the manner
      provided in Section 106, not less than 21 nor more than 180 days prior to the
      date fixed for the meeting.

     

    (b)  In
      case
      at any time the Company, pursuant to a Board Resolution, or the Holders of
      at
      least 10% in principal amount of the Outstanding Securities of any series shall
      have requested the Trustee to call a meeting of the Holders of Securities of
      such series for any purpose specified in Section 1401, by written request
      setting forth in reasonable detail the action proposed to be taken at the
      meeting, and the Trustee shall not have made the first publication of the notice
      of such meeting within 21 days after receipt of such request or shall not
      thereafter proceed to cause the meeting to be held as provided herein, then
      the
      Company or the Holders of Securities of such series in the amount above
      specified, as the case may be, may determine the time and the place in the
      Borough of Manhattan, the City of New York, for such meeting and may call such
      meeting for such purposes by giving notice thereof as provided in subsection
      (a)
      of this Section.

     

    
      
         

      

      
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    SECTION
      1403.  Persons
      entitled to Vote at Meetings

     

    Upon
      the
      calling of a meeting of Holders with respect to the Securities of a series
      all
      or part of which are represented by a Security, a record date shall be
      established for determining Holders of Outstanding Securities of such series
      entitled to vote at such meeting, which record date shall be the close of
      business on the day the notice of the meeting of Holders is given in accordance
      with Section 1402. The Holders on such record date, and their designated
      proxies, and only such Persons, shall be entitled to vote at such meeting of
      Holders. To be entitled to vote at any meeting of Holders, a Person shall (a)
      be
      a Holder of one or more Securities or (b) be a Person appointed by an instrument
      in writing as proxy by a Holder of one or more Securities; provided,
however, that in the case of any meeting of Holders with respect
      to the
      Securities of a series all or part of which are represented by a Security,
      only
      Holders, or their designated proxies, of record on the record date established
      pursuant to Section 1403 hereof shall be entitled to vote at such meeting.
      The
      only Persons who shall be entitled to be present or to speak at any meeting
      of
      Holders shall be the Persons entitled to vote at such meeting and their counsel
      and any representatives of the Trustee and its counsel and any representatives
      of the Company and its counsel.

     

    SECTION
      1404.  Quorum;
      Action

     

    The
      Persons entitled to vote a majority in principal amount of the Outstanding
      Securities of a series shall constitute a quorum for a meeting of Holders of
      Securities of such series; provided, however, that if any
      action is to be taken at such meeting with respect to a consent or waiver which
      this Indenture expressly provides may be given by the Holders of not less than
      50% in principal amount of the Outstanding Securities of a series, the Persons
      entitled to vote 50% in principal amount of the Outstanding Securities of such
      series shall constitute a quorum. In the absence of a quorum within 30 minutes
      of the time appointed for any such meeting, the meeting shall, if convened
      at
      the request of Holders of Securities of such series, be dissolved. In any other
      case the meeting may be adjourned for a period of not less than 10 days as
      determined by the chairman of the meeting prior to the adjournment of such
      meeting. In the absence of a quorum at any such adjourned meeting, such
      adjourned meeting may be further adjourned for a period of not less than 10
      days
      as determined by the chairman of the meeting prior to the adjournment of such
      adjourned meeting. Notice of the reconvening of any adjourned meeting shall
      be
      given as provided in Section 1402(a), except that such notice need be given
      only
      once not less than five days prior to the date on which the meeting is scheduled
      to be reconvened. Notice of the reconvening of an adjourned meeting shall state
      expressly the percentage, as provided above, of the principal amount of the
      Outstanding Securities of such series which shall constitute a
      quorum.

     

    Except
      as
      limited by the proviso to the first paragraph of Section 902, any resolution
      presented to a meeting or adjourned meeting duly reconvened at which a quorum
      is
      present as aforesaid may be adopted by the affirmative vote of the Holders
      of a
      majority in principal amount of the Outstanding Securities of that series;
      provided, however, that, except as limited by the proviso to
      the first paragraph of Section 902, any resolution with respect to any consent
      or waiver which this Indenture expressly provides may be given by the Holders
      of
      not less than 50% in principal amount of the Outstanding Securities of a series
      may be adopted at a meeting or an adjourned meeting duly convened and at which
      a
      quorum is present as aforesaid only by the affirmative vote of the Holders
      of
      50% in principal amount of the Outstanding Securities of that 

     

    
      
         

      

      
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    series;
      and provided, further, that, except as limited by the proviso to the first
      paragraph of Section 902, any resolution with respect to any request, demand,
      authorization, direction, notice, consent, waiver or other action which this
      Indenture expressly provides may be made, given or taken by the Holders of
      a
      specified percentage, which is less than a majority, in principal amount of
      the
      Outstanding Securities of a series may be adopted at a meeting or any adjourned
      meeting duly reconvened and at which a quorum is present as aforesaid by the
      affirmative vote of the Holders of such specified percentage in principal amount
      of the Outstanding Securities of that series.

     

    Any
      resolution passed or decision taken at any meeting of Holders of Securities
      of
      any series duly held in accordance with this Section shall be binding on all
      the
      Holders of Securities of such series and the related coupons, whether or not
      present or represented at the meeting.

     

    SECTION
      1405.  Determination
      of Voting Rights; Conduct and Adjournment of Meetings

     

    (a)  Notwithstanding
      any other provisions of this Indenture, the Trustee may make such reasonable
      regulations as it may deem advisable for any meeting of Holders of Securities
      of
      a series in regard to proof of the holding of Securities of such series in
      regard to proof of the holding of Securities of such series and of the
      appointment of proxies and in regard to the appointment and duties of inspectors
      of votes, the submission and examination of proxies, certificates and other
      evidence of the right to vote, and such other matters concerning the conduct
      of
      the meeting as is shall deem appropriate. Except as otherwise permitted or
      required by any such regulations, the holding of Securities shall be proved
      in
      the manner specified in Section 104 and the appointment of any proxy shall
      be
      proved in the manner specified in Section 104 or by having the signature of
      the
      person executing the proxy witnessed or guaranteed by any trust company, bank
      or
      banker authorized by Section 104. Such regulations may provide that written
      instruments appointing proxies, regular on their face, may be presumed valid
      and
      genuine without the proof specified in Section 104 or other proof.

     

    (b)  The
      Trustee shall, by an instrument in writing, appoint a temporary chairman of
      the
      meeting, unless the meeting shall have been called by the Company or by Holders
      of Securities as provided in Section 1402(b), in which case the Company or
      the
      Holders of Securities of the series calling the meeting, as the case may be,
      shall in like manner appoint a temporary chairman. A permanent chairman and
      a
      permanent secretary of the meeting shall be elected by vote of the Persons
      entitled to vote a majority in principal amount of the Outstanding Securities
      of
      such series represented at the meeting.

     

    (c)  At
      any
      meeting each Holder of a Security of such series or proxy shall be entitled
      to
      one vote for each $1,000 principal amount of the Outstanding Securities of
      such
      series held or represented by him; provided, however, that no
      vote shall be cast or counted at any meeting in respect of any Security
      challenged as not Outstanding and ruled by the chairman of the meeting to be
      not
      Outstanding. The chairman of the meeting shall have no right to vote, except
      as
      a Holder of a Security of such series or proxy.

     

    (d)  Any
      meeting of Holders of Securities of any series duly called pursuant to Section
      1402 at which a quorum is present may be adjourned from time to time by Persons
      entitled to vote a majority in principal amount of the Outstanding Securities
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      such 

     

    
      
         

      

      
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    series
      represented at the meeting; and the meeting may be held as so adjourned without
      further notice.

     

    SECTION
      1406.  Counting
      Votes and Recording Action of Meetings

     

    The
      vote
      upon any resolution submitted to any meeting of Holders of Securities of any
      series shall be by written ballots on which shall be subscribed the signatures
      of the Holders of Securities of such series or of their representatives by
      proxy
      and the principal amounts and serial numbers of the Outstanding Securities
      of
      such series held or represented by them. The permanent chairman of the meeting
      shall appoint two inspectors of votes who shall count all votes cast at the
      meeting for or against any resolution and who shall make and file with the
      secretary of the meeting their verified written reports in duplicate of all
      votes cast at the meeting. A record, at least in duplicate, of the proceedings
      of each meeting of Holders of Securities of any series shall be prepared by
      the
      secretary of the meeting and there shall be attached to said record the original
      reports of the inspectors of votes on any vote by ballot taken thereat and
      affidavits by one or more persons having knowledge of the facts setting forth
      a
      copy of the notice of the meeting and showing that said notice was given as
      provided in Section 1402 and, if applicable, Section 1404. Each copy shall
      be
      signed and verified by the affidavits of the permanent chairman and secretary
      of
      the meeting and one such copy shall be delivered to the Company, and another
      to
      the Trustee to be preserved by the Trustee, the latter to have attached thereto
      the ballots voted at the meeting. Any record so signed and verified shall be
      conclusive evidence of the matters therein stated.

     

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

     

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

     

    
      	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
              MEDIS
                TECHNOLOGIES LTD.

            
	 	 	 	 
	 	 	
              By:

            	 
	 	 	 	 
	 	 	 	 
	
              Attest:

            	 	 	 
	 	 	 	
              [BANK]

            
	 	 	 	 
	 	 	 	 	 
	 	 	 	
              By:

            	 


    

    
 

    
      
         

      

      
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    STATE
      OF
●                    
)

     

    )  ss:

     

    COUNTY
      OF
●                 )

     

    On
      the
      ____ day of _____________, before me personally came ___________ to me known,
      who, being by me duly sworn, did depose and say that he is ___________of
      __________________, one of the corporations described in and which executed
      the
      foregoing instrument; that he knows the seal of said corporation; that the
      seal
      affixed to said instrument is such corporate seal; that it was so affixed by
      authority of the Board of Directors of said corporation; and that he signed
      his
      name thereto by like authority.

     

    
 

    
 

    
      
         

      

      
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    EXHIBIT
      A

     

    Form
      of Face of Registered Security

     

    
      
        	No.  	
                $

              


      

                                                                                                               

    

    Medis
      Technologies Ltd., a corporation duly organized and existing under the laws
      of
      Delaware (herein called the “Company”, which term includes any successor Person
      under the Indenture hereinafter referred to), for value received, hereby
      promises to pay to __________________ , or registered assigns, the principal
      sum
      of __________________ Dollars on _____________________ . The interest so
      payable, and punctually paid or duly provided for, on any Interest Payment
      Date
      will, as provided in such Indenture, be paid to the Person in whose name this
      Security (or one or -more Predecessor Securities) is registered at the close
      of
      business on the Regular Record Date for such interest, which shall be the
      ___________ or __________ (whether or not a Business Day), as the case may
      be,
      next preceding such Interest Payment Date. Any such interest not so punctually
      paid or duly provided for will forthwith cease to be payable to the Holder
      on
      such Regular Record Date and may either be paid to the Person in whose name
      this
      Security (or one or more Predecessor Securities) is registered at the close
      of
      business on a Special Record Date for the payment of such Defaulted Interest
      to
      be fixed by the Trustee, notice whereof shall be given to Holders of Securities
      of this series not less than 10 days prior to such Special Record Date, or
      be
      paid at any time in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which the Securities of this series
      may be listed, and upon such notice as may be required by such exchange, all
      as
      more fully provided in said Indenture].

     

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

     

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

     

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

     

    
      
         

      

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

     

    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed
      under its corporate seal.

     

    Dated:

     

    
      	 	 
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	 
	 	 	
              Title:

            
	 	 
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	 
	 	 	
              Title:

            


    

    
 

     

    
      
         

      

      
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    EXHIBIT
      A

     

    Form
      of Reverse of Security

     

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

     

    [If
      applicable, insert— The Securities of this series are subject to
      redemption upon not less than 30 days’ notice by mail, [if applicable,
      insert— (1) on_______________in any year commencing with the year
      _____________and ending with the year _____________ through operation of the
      sinking fund for this series at a Redemption Price equal to 100% of the
      principal amount, and (2)] at any time [if applicable, insert — (1) on
      or after ______________ , 20__], as a whole or in part, at the election of
      the
      Company, at the following Redemption Prices (expressed as percentages of the
      principal amount): If redeemed [if applicable, insert— on or before
      _________________ %, and if redeemed] during the 12-month period beginning
      ______________ of the years indicated,

     

    
      	
              Year

            	 	
              Redemption

              Price

            	 	
              Year

            	 	
              Redemption

              Price

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

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

     

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

     

    
      
         

      

      
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              Year

            	 	
              Redemption
                Price For Redemption Through Operation of the Sinking Fund

            	 	
              Redemption
                Price For

              Redemption
                Otherwise Than Through Operation of the Sinking Fund

            
	 	 	 	 	 
	 	 	 	 	 


    

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

     

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

     

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

     

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

     

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

     

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

     

    [If
      the Security is an Original Issue Discount Security, insert— If an Event
      of Default with respect to Securities of this series shall occur and be
      continuing, an amount of principal of the Securities of this series may be
      declared due and payable in the manner and with the effect provided in the
      Indenture. Such amount shall be equal to —insert formula for determining the
      amount. Upon payment (i) of the amount of principal so declared due and
      payable and (ii) of 

     

    
      
         

      

      
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          63
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    interest
      on any overdue principal, premium and interest (in each case to the extent
      that
      the payment of such interest shall be legally enforceable), all of the Company’s
      obligations in respect of the payment of the principal of and premium and
      interest, if any, on the Securities of this series shall
      terminate.]

     

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

     

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture or for the appointment of a receiver or trustee or for any other
      remedy thereunder, unless such Holder shall have previously given the Trustee
      written notice of a continuing Event of Default with respect to the Securities
      of this series, the Holders of not less than 25% in principal amount of the
      Securities of this series at the time Outstanding shall have made written
      request to the Trustee to institute proceedings in respect of such Event of
      Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
      shall not have received from the Holders of a majority in principal amount
      of
      Securities of this series at the time Outstanding a direction inconsistent
      with
      such request, and shall have failed to institute any such proceeding, for 60
      days after receipt- of such notice, request and offer of indemnity. The
      foregoing shall not apply to any suit instituted by the Holder of this Security
      for the enforcement of any payment of principal hereof or any premium or
      interest hereon on or after the respective due dates expressed
      herein.

     

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

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

    
 

    
 

    
      
         

      

      
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    EXHIBIT
      C1

     

    Form
      of Certificate to be Given by Beneficial Owner of Interest in a Temporary Global
      Security

     

    [ISSUER]

    [Title
      of
      Securities]

    (the
      “Securities”)

     

    This
      is
      to certify that as of the date hereof, and except as set forth below, the
      above-captioned Securities held by you for our account (i) are owned by persons
      that are not citizens or residents of the United States, domestic partnerships,
      domestic corporations or any estate or trust the income of which is subject
      to
      United States federal income taxation regardless of its source (a “United States
      Person(s)”), (ii) are owned by United States Person(s) that are (A) foreign
      branches of United States financial institutions (as defined in U.S. Treasury
      Regulations Section 1.165-12 (c)(1)(v)) (“Financial Institutions”) purchasing
      for their own account or for resale, or (B) United States Person(s) who acquired
      the Securities through the foreign branches of United States Financial
      Institutions and who hold the Securities through such United States Financial
      Institutions on the date hereof (and in either case (A) or (B), each such United
      States Financial Institution hereby agrees, on its own behalf or through its
      agent, to comply with the requirements of Section 165(j) (3) (A), (B) or, (C)
      of
      the Internal Revenue Code of 1986, as amended, and the regulations thereunder),
      or (iii) are owned by United States or foreign Financial Institutions for
      purposes of resale during the restricted period (as defined in U.S. Treasury
      Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of
      the
      Securities is a United States or foreign, Financial Institution described in
      clause (iii) above (whether or not also described in clause (i) or (ii)) this
      is
      to further certify that such Financial Institution has not acquired the
      Securities for purposes of resale directly or indirectly to a United States
      Person(s) or to a person within the United States or its
      possessions.

     

    If
      the
      Securities are of the category contemplated in Section 230.903(c)(3) of
      Regulation S under the Securities Act of 1933, as amended (the “Act”) then this
      is also to certify that, except as set forth below (i) in the case of debt
      securities, the Securities are beneficially owned by (a) non-U.S. Person(s)
      or
      (b) U. S. Person(s) who purchased the Securities in transactions which did
      not
      require registration under the Act: or (ii) in the case of equity securities,
      the Securities are owned by (x) non-U.S. Person(s) and such persons are not
      acquiring the Securities for the account or benefit of U. S. Person(s) or (y)
      U.
      S. Person(s) who purchased the securities in a transaction which did not require
      registration under the Act. If this certification is being delivered in
      connection with the exercise of warrants pursuant to Section 230.902(m) of
      Regulation S under the Act, then this is further to certify that, except as
      set
      forth below, the Securities are being exercised by and on behalf of non-U.S.
      Person(s). As used in this paragraph the term “U.S. Person(s)” has the meaning
      given to it by Regulation S under the Act.

     

    As
      used
      herein, “United States” means the United States of America (including the States
      and the District of Columbia) and its “possessions” including Puerto Rico, the
      U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
      Islands.

     

    We
      undertake to advise you promptly by tested telex on or prior to the date on
      which you intend to submit your certification relating to the Securities held
      by
      you for our account in accordance 

     

    
      
         

      

      
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    with
      your
      Operating Procedures if any applicable statement herein is not correct on such
      date, and in the absence of any such notification it may be assumed that this
      certification applies as of such date.

     

    This
      certificate excepts and does not relate to [      
] of such interest in the above Securities in respect of which we are not able
      to certify and as to which we understand exchange and delivery of definitive
      Securities (or, if relevant, exercise of any rights or collection of any
      interest) cannot be made until we do so certify.

     

    We
      understand that this certificate is required in connection with certain tax
      laws
      and, if applicable, certain securities laws of the United States. In connection
      there-with, if administrative or legal proceedings are commenced or threatened
      in connection with which this certificate is or would be relevant, we
      irrevocably authorize you to produce this certification to any interested party
      in such proceedings.

     

    *Dated:
      ________________,200___

     

    
      	 	
              NAME
                OF PERSON MAKING CERTIFICATION

            	 
	
              By:

            	 	 
	 	 
	 	 
	 
              
              

              *
                To be dated no earlier than the fifteenth day prior to the Certification
                Date. 

            
	
               

            


    

    


     

    
 

    
 

    
      
         

      

      
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