S-3/A










Exhibit 4.3  







AMPAL-AMERICAN ISRAEL
CORPORATION 



TO 



_______________________,



Trustee 







Indenture 



SUBORDINATED DEBT SECURITIES 



Dated as of _________
__, ____ 


















TABLE OF CONTENTS 



		
		
		
		
		
	 ARTICLE ONE Definitions and Other Provisions of General Application	1 
	         Section 101. Definitions	1 
	         Section 102. Compliance Certificates and Opinions	8 
	         Section 103. Form of Documents Delivered to Trustee	9 
	         Section 104. Acts of Holders	10 
	         Section 105. Notices, etc. to Trustee and Company	11 
	         Section 106. Notice to Holders of Securities; Waiver	12 
	         Section 107. Conflict with Trust Indenture Act	13 
	         Section 108. Effect of Headings and Table of Contents	13 
	         Section 109. Successors and Assigns	13 
	         Section 110. Separability Clause	13 
	         Section 111. Benefits of Indenture	13 
	         Section 112. Governing Law	14 
	         Section 113. Legal Holidays	14 
	         Section 114. Consent to Jurisdiction; Appointment of Agent for Service; Judgment Currency; Waiver of Immunities	15 
	 
	ARTICLE TWO Security Forms	16 
	         Section 201. Forms Generally	16 
	         Section 202. Form of Legend for Global Securities	16 
	         Section 203. Form of Trustee's Certificate of Authentication	17 
	 
	ARTICLE THREE The Securities	17 
	         Section 301. Amount Unlimited; Issuable in Series	17 
	         Section 302. Denominations	21 
	         Section 303. Execution, Authentication, Delivery and Dating	21 
	         Section 304. Temporary Securities	24 
	         Section 305. Registration, Registration of Transfer and Exchange	24 
	         Section 306. Mutilated, Destroyed, Lost and Stolen Securities	26 
	         Section 307. Payment of Interest; Interest Rights Preserved	27 
	         Section 308. Persons Deemed Owners	28 
	         Section 309. Cancellation by Security Registrar	29 
	         Section 310. Computation of Interest	29 
	         Section 311. Extension of Interest Payment, Deferral of Interest Payment	30 
	         Section 312. Payment to Be in Proper Currency	30 
	 
	ARTICLE FOUR Redemption of Securities	30 
	         Section 401. Applicability of Article	30 
	         Section 402. Election to Redeem; Notice to Trustee	30 
	         Section 403. Selection of Securities to Be Redeemed	31 
	         Section 404. Notice of Redemption	31 
	         Section 405. Securities Payable on Redemption Date	32 
	         Section 406. Securities Redeemed in Part	33 






i








	ARTICLE FIVE Sinking Funds	33 
	         Section 501. Applicability of Article	33 
	         Section 502. Satisfaction of Sinking Fund Payments with Securities	34 
	         Section 503. Redemption of Securities for Sinking Fund	34 
	 
	ARTICLE SIX Covenants	35 
	         Section 601. Payment of Principal, Premium and Interest	35 
	         Section 602. Maintenance of Office or Agency	35 
	         Section 603. Money for Securities Payments to Be Held in Trust	36 
	         Section 604. Corporate Existence	37 
	         Section 605. Maintenance of Properties	37 
	         Section 606. Annual Officer's Certificate as to Compliance	37 
	         Section 607. Waiver of Certain Covenants	38 
	         Section 608. Calculation of Original Issue Discount	38 
	 
	ARTICLE SEVEN Defeasance; Satisfaction and Discharge	38 
	         Section 701. Defeasance	38 
	         Section 702. Satisfaction and Discharge of Indenture	40 
	         Section 703. Application of Trust Money	41 
	 
	ARTICLE EIGHT Events of Default; Remedies	42 
	         Section 801. Events of Default	42 
	         Section 802. Declaration of Acceleration; Rescission and Annulment	43 
	         Section 803. Collection of Indebtedness and Suits for Enforcement by Trustee	44 
	         Section 804. Trustee May File Proofs of Claim	45 
	         Section 805. Trustee May Enforce Claims Without Possession of Securities	45 
	         Section 806. Application of Money Collected	45 
	         Section 807. Limitation on Suits	46 
	         Section 808. Unconditional Right of Holders to Receive Principal, Premium and Interest	47 
	         Section 809. Restoration of Rights and Remedies	47 
	         Section 810. Rights and Remedies Cumulative	47 
	         Section 811. Delay or Omission Not Waiver	47 
	         Section 812. Control by Holders of Securities	47 
	         Section 813. Waiver of Past Defaults	48 
	         Section 814. Undertaking for Costs	48 
	         Section 815. Waiver of Stay or Extension Laws	49 






ii








	ARTICLE NINE The Trustee	49 
	         Section 901. Certain Duties and Responsibilities	49 
	         Section 902. Notice of Defaults	50 
	         Section 903. Certain Rights of Trustee	50 
	         Section 904. Not Responsible for Recitals or Issuance of Securities	52 
	         Section 905. May Hold Securities	52 
	         Section 906. Money Held in Trust	52 
	         Section 907. Compensation and Reimbursement	52 
	         Section 908. Disqualification; Conflicting Interests	53 
	         Section 909. Corporate Trustee Required; Eligibility	53 
	         Section 910. Resignation and Removal; Appointment of Successor	54 
	         Section 911. Acceptance of Appointment by Successor	56 
	         Section 912. Merger, Conversion, Consolidation or Succession to Business	57 
	         Section 913. Preferential Collection of Claims Against Company	57 
	         Section 914. Co-trustees and Separate Trustees	58 
	         Section 915. Appointment of Authenticating Agent	59 
	 
	ARTICLE TEN Holders' Lists and Reports by Trustee and Company	61 
	         Section 1001. Lists of Holders	61 
	         Section 1002. Reports by Trustee and Company	61 
	 
	ARTICLE ELEVEN Consolidation, Merger, Conveyance or Other Transfer	62 
	         Section 1101. Company May Consolidate, etc., Only on Certain Terms	62 
	         Section 1102. Successor Person Substituted	62 
	         Section 1103. Merger into Company; Certain Transfers	62 
	         Section 1104. Consolidation Defined	63 
	 
	ARTICLE TWELVE Supplemental Indentures	63 
	         Section 1201. Supplemental Indentures Without Consent of Holders	63 
	         Section 1202. Supplemental Indentures With Consent of Holders	64 
	         Section 1203. Execution of Supplemental Indentures	66 
	         Section 1204. Effect of Supplemental Indentures	66 
	         Section 1205. Conformity with Trust Indenture Act	66 
	         Section 1206. Reference in Securities to Supplemental Indentures	66 
	         Section 1207. Modification Without Supplemental Indenture	67 
	 
	ARTICLE THIRTEEN Meetings of Holders; Action Without Meeting	67 
	         Section 1301. Purposes for Which Meetings May Be Called	67 
	         Section 1302. Call, Notice and Place of Meetings	67 
	         Section 1303. Persons Entitled to Vote at Meetings	68 
	         Section 1304. Quorum; Action	68 
	         Section 1305. Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings	69 
	         Section 1306. Counting Votes and Recording Action of Meetings	70 
	         Section 1307. Action Without Meeting	70 
	 
	ARTICLE FOURTEEN Immunity of Incorporators, Stockholders, Officers and Directors	71 
	         Section 1401. Liability Solely Corporate	71 






iii








		
		
		
		
		
	ARTICLE FIFTEEN Subordination of Securities	71 
	         Section 1501. Securities Subordinate to Senior Indebtedness	71 
	         Section 1502. Payment Over of Proceeds of Securities	71 
	         Section 1503. Disputes with Holders of Certain Senior Indebtedness	73 
	         Section 1504. Subrogation	73 
	         Section 1505. Obligation of the Company Unconditional	74 
	         Section 1506. Priority of Senior Indebtedness Upon Maturity	74 
	         Section 1507. Trustee as Holder of Senior Indebtedness	74 
	         Section 1508. Notice to Trustee to Effectuate Subordination	75 
	         Section 1509. Modification, Extension, etc. of Senior Indebtedness	75 
	         Section 1510. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness	75 
	         Section 1511. Paying Agents Other Than the Trustee	75 
	         Section 1512. Rights of Holders of Senior Indebtedness Not Impaired	76 
	         Section 1513. Effect of Subordination Provisions; Termination	76 





iv










AMPAL-AMERICAN ISRAEL CORPORATION

TO

_________________, as Trustee




Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of __________ __, ____





	Trust Indenture Act Section	Indenture Section
	 		
			
			
			
	§310	(a)(1)	909 
	 	(a)(2)	909 
	 	(a)(3)	914 
	 	(a)(4)	Not Applicable
	 	(b)	908 
	 	 	910 
	§311	(a)	913 
	 	(b)	913 
	 	(c)	913 
	§312	(a)	1001 
	 	(b)	1001 
	 	(c)	1001 
	§313	(a)	1002 
	 	(b)	1002 
	 	(c)	1002 
	§314	(a)	1002 
	 	(a)(4)	606 
	 	(b)	Not Applicable
	 	(c)(1)	102 
	 	(c)(2)	102 
	 	(c)(3)	Not Applicable
	 	(d)	Not Applicable
	 	(e)	102 
	§315	(a)	901 
	 	 	903 
	 	(b)	902 
	 	(c)	901 
	 	(d)	901 
	 	(e)	814 
	§316	(a)	812 
	 	 	813 
	 	(a)(1)(A)	802 
	 	 	812 
	 	(a)(1)(B)	813 
	 	(a)(2)	Not Applicable
	 	(b)	808 
	§317	(a)(1)	803 
	 	(a)(2)	804 
	 	(b)	603 
	§318	(a)	107 






v










        INDENTURE,
dated as of ________ __, ____ between AMPAL-AMERICAN ISRAEL CORPORATION, a New York
corporation (herein called the “Company”), having its principal office at 111
Arlozorov Street, 62098 Tel Aviv, Israel and ____________________, a [___________ banking
corporation ] [national banking association], having its principal corporate trust office
at ________________________, as Trustee (herein called the “Trustee”).  



        RECITAL
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 subordinated debentures, notes or other evidences of
indebtedness (herein called the “Securities”) in an unlimited aggregate
principal amount, to be issued from time to time in one or more series as contemplated
herein; and all acts necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been performed. 



        For
all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires, capitalized terms used herein shall have the meanings assigned
to them in Article One of this Indenture. 



        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 covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities or of any series thereof, as follows: 





ARTICLE ONE  



Definitions and Other
Provisions of General Application  



Section
101. Definitions  



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



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







		    (b)        all
terms used herein without  definition  which are defined in the Trust  Indenture Act,
 either directly          or by reference therein, have the meanings assigned to them
therein; 







		    (c)        all
accounting  terms not otherwise  defined herein have the meanings  assigned to them in
accordance with          generally accepted  accounting  principles in the United States,
and, except as otherwise herein expressly          provided,  the term "generally
 accepted accounting  principles" with respect to any computation  required          or
permitted  hereunder  shall mean such  accounting  principles as are  generally  accepted
in the United          States at the date of such  computation  or, at the election of
the Company from time to time, at the date          of the  execution  and  delivery of
this  Indenture;  provided,  however,  that in  determining  generally          accepted
 accounting  principles  applicable to the Company,  the Company shall,  to the extent
 required,          conform to any order,  rule or  regulation of any  administrative
 agency,  regulatory  authority or other          governmental body having jurisdiction
over the Company; 


















		    (d)        any
 reference to an "Article"  or a "Section"  refers to an Article or a Section,  as the
case may be, of          this Indenture; and 







		    (e)        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 Nine, are defined in that Article. 



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



        “Additional
Amounts” means any additional amounts that may be payable with respect to
Securities of one or more series or Tranches as may be provided pursuant to Section
301(z). 



        “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 through one or more intermediaries, 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 (other than the Company or an Affiliate of the Company)
authorized by the Trustee pursuant to Section 915 to act on behalf of the Trustee to
authenticate one or more series of Securities or Tranche thereof. 



        “Authorized
Officer” means the Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer, any director or company secretary, any authorized
attorney or any other officer or agent of the Company duly authorized by a Board
Resolution to act on behalf of the Company in respect of matters relating to this
Indenture. 



        “Board
of Directors” means either the board of directors of the Company or any committee
thereof duly authorized to act in respect of matters relating to this Indenture. 



        “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 a Place of Payment or any other particular
location specified in the Securities or this Indenture, means any day, other than a
Saturday or Sunday, which is not a day on which banking institutions or trust companies in
such Place of Payment or other location are generally authorized or required by law,
regulation or executive order to remain closed, except as may be otherwise specified as
contemplated by Section 301. 



2










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



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



        “Company
Request” or “Company Order” means a written request or order
signed in the name of the Company by an Authorized Officer and delivered to the Trustee. 



        “Corporate
Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office at the date of
execution and delivery of this Indenture is located at ____________________. 



        “corporation”
means a corporation, association, company, limited liability company, partnership, joint
stock company, business or statutory trust or other business entity, and references to
“corporate” and other derivations of “corporation” herein shall be
deemed to include appropriate derivations of such entities. 



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



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



        “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 802. “Interest” with respect to a Discount Security
means interest, if any, borne by such Security at a Stated Interest Rate. 



        “Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency
of the United States as at the time shall be legal tender for the payment of public and
private debts. 



        “Eligible
Obligations” means: 




		    (a)        with
respect to Securities denominated in Dollars, Government Obligations; or  







3










		    (b)        with
respect to Securities denominated in a currency other than Dollars or in a
          composite currency, such other obligations or instruments as shall be specified
          with respect to such Securities, as contemplated by Section 301.  







        “Event
of Default” has the meaning specified in Section 801. 



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



        “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 additional or other legend
or legends as may be specified as contemplated by Section 301 for such Securities). 



        “Governmental
Authority” means the government of any country or state or of any county,
municipality or other political subdivision of any of the foregoing, or any department,
agency, authority or other instrumentality of any of the foregoing. 



        “Government
Obligations” means:



		    (a)        direct
obligations of, or obligations the principal of and interest on which are
          unconditionally guaranteed by, the United States and entitled to the benefit of
          the full faith and credit thereof; and  







		    (b)        certificates,
depositary receipts or other instruments which evidence a direct           ownership
interest in obligations described in clause (a) above or in any           specific
interest or principal payments due in respect thereof; provided,           however, that
the custodian of such obligations or specific interest or           principal payments
shall be a bank or trust company (which may include the           Trustee or any Paying
Agent) subject to Federal or State supervision or           examination with a combined
capital and surplus of at least $50,000,000; and           provided, further, that except
as may be otherwise required by law, such           custodian shall be obligated to pay
to the holders of such certificates,           depositary receipts or other instruments
the full amount received by such           custodian in respect of such obligations or
specific payments and shall not be           permitted to make any deduction therefrom.  







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



        “Indenture”
means this instrument as originally executed and delivered 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 Indenture and such supplemental indenture,
respectively, and shall include the terms of a particular series of Securities established
as contemplated by Section 301. 



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



4










        “Judgment
Currency” has the meaning specified in Section 114(c). 



        “Jurisdiction
of Incorporation” shall mean each jurisdiction in which the Company is
incorporated or organized. 



        “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 provided in such
Security or in this Indenture, whether at the Stated Maturity, by declaration of
acceleration, upon call for redemption or otherwise. 



        “Officer’s
Certificate” means a certificate signed by an Authorized Officer and delivered to
the Trustee. 



        “Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the
Company or other counsel reasonably acceptable to the Trustee. 



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



		    (a)        Securities
theretofore canceled or delivered to the Security Registrar for cancellation;  








		    (b)        Securities
deemed to have been paid in accordance with Section 701; and  







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







provided, however, that in
determining whether or not the Holders of the requisite principal amount of the Securities
Outstanding under this Indenture, or the Outstanding Securities of any series or Tranche,
have given any request, demand, authorization, direction, notice, consent or waiver
hereunder or whether or not a quorum is present at a meeting of Holders of Securities, 



		    (x)        Securities
owned by the Company or any other obligor upon the Securities or any           Affiliate
of the Company or of such other obligor (unless the Company, any such           obligors
and any such Affiliates own all Securities Outstanding under this           Indenture, or
(except for the purposes of actions to be taken by Holders of (i)           more than one
series voting as a class under Section 812 or (ii) more than one           series or more
than one Tranche, as the case may be, voting as a class under           Section 1202) all
Outstanding Securities of each series and each Tranche with           respect to which
such request, demand, authorization, direction, notice, consent           or waiver is
required, as the case may be), 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 or waiver or upon any such determination as to the presence of a
          quorum, only Securities which a Responsible Officer of the Trustee actually
          knows to be so owned shall be so disregarded; provided, however, that
Securities           so owned which have been pledged in good faith may be regarded as
Outstanding if           the pledgee establishes to the satisfaction of the Trustee the
pledgee’s           right so to act with respect to such Securities and that the
pledgee is not the           Company or any other obligor upon the Securities or any
Affiliate of the Company           or of such other obligor;  







5










		    (y)        the
principal amount of a Discount Security that shall be deemed to be           Outstanding
for such purposes shall be the amount of the principal thereof that           would be
due and payable as of the date of such determination upon a declaration           of
acceleration of the Maturity thereof pursuant to Section 802; and  







		    (z)        the
principal amount of any Security which is denominated in a currency other           than
Dollars or in a composite currency that shall be deemed to be Outstanding           for
such purposes shall be the amount of Dollars which could have been purchased           by
the principal amount of such currency or composite currency evidenced by such
          Security, in each case certified to the Trustee in an Officer’s
          Certificate, based (i) on the average of the mean of the buying and selling
spot           rates quoted by three banks which are members of the New York Clearing
House           Association selected by the Company in effect at 11:00 a.m. (New York
time) in           The City of New York on the fifth Business Day preceding any such
determination           or (ii) if on such fifth Business Day it shall not be possible or
practicable to           obtain such quotations from three such banks, on such other
quotations or           alternative methods of determination which shall be as consistent
as practicable           with the method set forth in (i) above;  







provided, further, that, in the case
of any Security the principal of which is payable from time to time without presentment or
surrender, the principal amount of such Security that shall be deemed to be Outstanding at
any time for all purposes of this Indenture shall be the original principal amount thereof
less the aggregate amount of principal thereof theretofore paid. 



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



        “Periodic
Offering” means an offering of Securities of a series from time to time, any or
all of the specific terms of which Securities, including without limitation the rate or
rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the Company
or its agents from time to time subsequent to the initial request for the authentication
and delivery of such Securities by the Trustee, as contemplated in Section 301 and clause
(b) of Section 303. 



        “Person”
means any individual, corporation, joint venture, trust, limited liability partnership or
other unincorporated organization or any Governmental Authority. 



        “Place
of Payment,” when used with respect to the Securities of any series, or Tranche
thereof, means the place or places, specified as contemplated by Section 301, at which,
subject to Section 602, principal of and premium, if any, interest, if any, and Additional
Amounts, if any, on the Securities of such series or Tranche are payable. 



6










        “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 the extent lawful) 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, exclusive of accrued and unpaid
interest. 



        “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. 



        “Required
Currency” has the meaning specified in Section 312. 



        “Responsible
Officer,” when used with respect to the Trustee, means any Vice President,
Assistant Vice President, Trust Officer or other officer of the Trustee who, in the case
of each of the foregoing, is assigned by the Trustee to its corporate trust department
responsible for the administration of this Indenture that is located in the Corporate
Trust Office. 



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



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



        “Senior
Indebtedness” means all obligations (other than non-recourse obligations and the
indebtedness issued under this Indenture) of, or guaranteed or assumed by, the Company
for borrowed money, including both senior and subordinated indebtedness for
borrowed money (other than the Securities), or for the payment of money relating to
any lease which is capitalized on the consolidated balance sheet of the Company and
its subsidiaries in accordance with generally accepted accounting principles as
in effect from time to time, or evidenced by bonds, debentures, notes or other
similar instruments, and in each case, amendments, renewals, extensions,
modifications and refundings of any such indebtedness or obligations, whether
existing as of the date of this Indenture or subsequently incurred by the Company
unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such indebtedness, renewal, extension
or refunding is not superior in right of payment to or is pari passu with the Securities.  






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




7









        “Stated
Interest Rate” means a rate (whether fixed or variable) at which an obligation by
its terms is stated to bear simple interest. Any calculation or other determination to be
made under this Indenture by reference to the Stated Interest Rate on a Security shall be
made without regard to the effective interest cost to the Company of such Security and
without regard to the Stated Interest Rate on, or the effective cost to the Company of,
any other indebtedness in respect of which the Company’s obligations are evidenced or
secured in whole or in part by such Security. 



        “Stated
Maturity,” when used with respect to any obligation or any installment of
principal thereof or interest thereon, means the date on which the principal of such
obligation or such installment of principal or interest is stated to be due and payable
(without regard to any provisions for redemption, prepayment, acceleration, purchase or
extension); provided that, with regard to any installment of interest, Stated Maturity
shall not include any date as to which the Company shall have elected to extend the
interest payment periods or defer the payment of interest in accordance with Section 311. 






        “Subsidiary”
means a corporation more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition,
“voting stock” means stock (or other interests) of a corporation having voting
power for the election of directors, managers or trustees thereof, whether at all times or
only so long as no senior class of stock (or other interests) has such voting power by
reason of any contingency. 



        “Tranche”
means a group of Securities which (a) are of the same series and (b) have identical terms
except as to principal amount and/or date of issuance. 



        “Trust
Indenture Act” means, as of any time, the Trust Indenture Act of 1939, as
amended, or any successor statute, as in effect at such time. 



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



        “United
States” means the United States of America, its territories, its possessions and
other areas subject to its political jurisdiction. 



Section
102. Compliance Certificates and Opinions  



        Except
as otherwise expressly provided in this Indenture, upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the
Company shall, if requested by the Trustee, furnish to the Trustee an Officer’s
Certificate stating that in the opinion of the Person signing such Officer’s
Certificate all conditions precedent, if any, provided for in this Indenture relating to
the proposed action (including any covenants compliance with which constitutes a condition
precedent) have been complied with and an Opinion of Counsel stating that in the opinion
of such counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be furnished. 




8









        Every
certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include: 



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







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










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







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







Section 103. Form of
Documents Delivered to Trustee  



        Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which such
officer’s certificate or opinion are 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. In addition, any Opinion of Counsel may be based (without further examination
or investigation), insofar as it relates to or is dependent upon matters covered in an
Opinion of Counsel rendered by other counsel, upon such other Opinion of Counsel, unless
such counsel has actual knowledge that the Opinion of Counsel rendered by such other
counsel with respect to the matters upon which his Opinion of Counsel may be based as
aforesaid are erroneous. If, in order to render any Opinion of Counsel provided for
herein, the signer thereof shall deem it necessary that additional facts or matters be
stated in any Officer’s Certificate provided for herein, then such certificate may
state all such additional facts or matters as the signer of such Opinion of Counsel may
request. 



        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. 







9









        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. 



        Whenever,
subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical
or other inadvertent or unintentional error or omission shall be discovered therein, a new
document or instrument may be substituted therefor in corrected form with the same force
and effect as if originally filed in the corrected form and, irrespective of the date or
dates of the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date or dates
required with respect to the document or instrument for which it is substituted. Anything
in this Indenture to the contrary notwithstanding, if any such corrective document or
instrument indicates that action has been taken by or at the request of the Company which
could not have been taken had the original document or instrument not contained such error
or omission, the action so taken shall not be invalidated or otherwise rendered
ineffective but shall be and remain in full force and effect, except to the extent that
such action was a result of willful misconduct or bad faith. Without limiting the
generality of the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the Company entitled
to the benefits of this Indenture equally and ratably with all other Outstanding
Securities, except as aforesaid. 






Section 104. Acts of
Holders  



		    (a)        Any
 request,  demand,  authorization,  direction,  notice,  consent,  election,  waiver  or
other  action          provided by this  Indenture to be made,  given 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 an agent duly          appointed in
writing or,  alternatively,  may be embodied in and evidenced by the record of Holders
voting          in favor  thereof,  either in person or by proxies duly  appointed  in
writing,  at any meeting of Holders          duly called and held in accordance  with the
 provisions  of Article  Thirteen,  or a combination  of such          instruments  and
any such  record.  Except as herein  otherwise  expressly  provided,  such  action  shall
         become  effective when such  instrument or instruments or record or both are
delivered to the Trustee and,          where it is hereby  expressly  required,  to the
Company.  Such  instrument  or  instruments  and any such          record (and the action
embodied  therein and evidenced  thereby) are herein  sometimes  referred to as the
         "Act" of the Holders signing such  instrument or instruments  and so voting at
any such meeting.  Proof of          execution  of any such  instrument  or of a writing
 appointing  any such agent,  or of the holding by any          Person of a Security,
 shall be sufficient  for any purpose of this Indenture and (subject to Section 901)
         conclusive in favor of the Trustee and the Company,  if made in the manner
 provided in this Section.  The          record of any meeting of Holders shall be proved
in the manner provided in Section 1306. 







10











		    (b)        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 or may be
proved in any other  manner          which the  Trustee  and the Company  deem
 sufficient.  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. 







		    (c)        The
 principal  amount  (except  as  otherwise  contemplated  in clause  (y) of the first
 proviso  to the          definition of  Outstanding)  and serial numbers of Securities
in registered  form held by any Person,  and          the ownership and date of holding
the same, shall be proved by the Security Register. 









		    (d)        Any
 request,  demand,  authorization,  direction,  notice,  consent,  election,  waiver or
other Act of a          Holder 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. 







		    (e)        Until
such time as written  instruments  shall have been  delivered  to the  Trustee  with
 respect to the          requisite  percentage of principal amount of Securities for the
action  contemplated by such  instruments,          any such  instrument  executed  and
 delivered  by or on behalf of a Holder may be revoked with respect to          any or
all of such  Securities by written  notice by such Holder or any subsequent  Holder,
 proven in the          manner in which such instrument was proven. 







		    (f)        Securities
of any series,  or any Tranche  thereof,  authenticated  and delivered after any Act of
Holders          may,  and shall if required  by the  Trustee,  bear a notation  in form
 approved by the Trustee as to any          action taken by such Act of Holders.  If the
Company  shall so  determine,  new  Securities of any series,          or any Tranche
 thereof,  so modified as to  conform,  in the opinion of the Trustee and the  Company,
 to          such action may be prepared and  executed by the Company and  authenticated
 and  delivered by the Trustee          in exchange for Outstanding Securities of such
series or Tranche. 







		    (g)        If
the Company  shall  solicit  from  Holders  any  request,  demand,  authorization,
 direction,  notice,          consent,  waiver or other Act,  the  Company  may,  at its
 option,  fix in advance a record  date for the          determination  of  Holders
 entitled  to give such  request,  demand,  authorization,  direction,  notice,
         consent,  waiver or other Act, but the Company  shall have no  obligation  to do
so. If such a record date          is fixed, such request,  demand,  authorization,
 direction,  notice,  consent, waiver or other Act may be          given  before or after
such  record  date,  but only the Holders of record at the close of business on the
         record  date  shall be deemed to be  Holders  for the  purposes  of  determining
 whether  Holders  of the          requisite  proportion  of the  Outstanding  Securities
 have  authorized  or agreed or  consented  to such          request,  demand,
 authorization,  direction,  notice,  consent, waiver or other Act, and for that purpose
         the Outstanding Securities shall be computed as of the record date. 







11











Section
105. Notices, etc. to Trustee and Company  



        Any
request, demand, authorization, direction, notice, consent, election, waiver or other Act
of Holders or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with, the Trustee by any Holder or by the Company, or 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 delivered personally to an
officer or other responsible employee of the addressee at the applicable location set
forth below or at such other location as such party may from time to time designate by
written notice, or transmitted by facsimile transmission or other direct written
electronic means to such telephone number or other electronic communications address as
the parties hereto shall from time to time designate by written notice, or transmitted by
certified or registered mail, charges prepaid, to the applicable address set forth below
or to such other address as such party may from time to time designate by written notice: 




		
		
		
		
		
	 	If to the Trustee, to:
	 
	 	Attention:
	 	Telephone:
	 	Telecopy:
	 
	 	If to the Company, to:
	 
	 	Ampal-American Israel Corporation
	 	111 Arlozorov Street
	 	Tel Aviv 62098, Israel
	 
	 	Attention:
	 	Telephone:
	 	Telecopy:
	 
	 	with a copy to:
	 
	 	Bryan Cave LLP
	 	1290 Avenue of the Americas
	 	New York, New York 10104
	 
	 	Attention:
	 	Telephone:
	 	Telecopy:






12











        Any
communication contemplated herein shall be deemed to have been made, given, furnished and
filed if personally delivered, on the date of delivery, if transmitted by facsimile
transmission or other direct written electronic means, on the date of receipt, and if
transmitted by certified or registered mail, on the date of receipt. 



Section 106. Notice
to Holders of Securities; Waiver  



        Except
as otherwise expressly provided herein or specified as contemplated in Section 301 with
respect to the Securities of any series or any Tranche thereof, where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently given, and
shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid,
to each Holder affected by such event, at the address of such Holder as it appears in the
Security Register, not later than the latest date, if any, and not earlier than the
earliest date, if any, prescribed for the giving of such notice. 





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



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



Section
107. Conflict with Trust Indenture Act  



        If
(a) any provision of this Indenture limits, qualifies or conflicts with another provision
hereof which is required or deemed to be included in this Indenture by, or is otherwise
governed by, any of the provisions of the Trust Indenture Act, such other provision shall
control; and (b) any provision hereof otherwise conflicts with the Trust Indenture Act,
the Trust Indenture Act shall control unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities. 



Section 108. Effect
of Headings and Table of Contents  



        The
Article and Section headings in this Indenture 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 and Trustee shall bind their
respective successors and assigns, whether so expressed or not. 



13











Section
110. Separability Clause  



        In
case any provision in this Indenture or the Securities shall be held to 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  






        Unless
 otherwise  provided as contemplated by Section 301 with respect to any series of
Securities,  nothing in this Indenture or the  Securities,  express or implied,  shall
give to any Person, other than the parties  hereto,  their  successors  hereunder  and
the Holders  and, so long as the notice described in Section 1513 hereof has not been
given,  the holders of Senior  Indebtedness,  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
laws of the State of New York (including without limitation Section 5-1401 of the New York
General Obligations Law or any successor to such statute); provided, however, that all
matters governing the authorization by the Company of this Indenture and the Securities
and corporate existence of the Company will be governed by, and construed in accordance
with, the laws of the jurisdiction in which the Company is incorporated or formed. 



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 in the
Securities of any series, or any Tranche thereof, or in the indenture supplemental hereto,
Board Resolution or the Officer’s Certificate which establishes the terms of the
Securities of such series or Tranche, which specifically states that such provision shall
apply in lieu of this Section) payment of interest and Additional Amounts, if any, 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, and in the same amount, as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, as the case may be, and, if such payment is
made or duly provided for on such Business Day, no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, to such Business Day. 



14










Section 114. Consent to Jurisdiction; Appointment of Agent for Service; Judgment Currency; Waiver of
Immunities 




		    (a)        Consent
to Jurisdiction. The Company irrevocably consents to the nonexclusive jurisdiction of
any court of the State of New York or any United States Federal court
sitting, in each case, in the Borough of Manhattan, The City of New York,
New York, United States of America, and any appellate court from any thereof
in any suit, action or proceeding that may be brought in connection with this
Indenture or the Securities, and waives any immunity from the jurisdiction
of such courts. The Company irrevocably waives, to the fullest extent
permitted by law, any objection to any such suit, action or proceeding that
may be brought in such courts whether on the grounds of venue, residence or
domicile or on the ground that any such suit, action or proceeding has been
brought in an inconvenient forum. The Company agrees, to the fullest extent
that it lawfully may do so, that final judgment in any such suit, action or
proceeding brought in such a court shall be conclusive and binding upon the Company,
and waives, to the fullest extent permitted by law, any objection to the
enforcement by any competent court in the Jurisdiction of Incorporation of
judgments validly obtained in any such court in New York on the basis of such
suit, action or proceeding; provided, however, that the Company does not waive,
and the foregoing provisions of this sentence shall not constitute or be
deemed to constitute a waiver of, (i) any right to appeal any such judgment,
to seek any stay or otherwise to seek reconsideration or review of any such
judgment (ii) any stay of execution or levy pending an appeal from, or a suit,
action or proceeding for reconsideration of, any such judgment, or (iii) any
other right or remedy of the Company to the extent not expressly waived in
accordance with this Section 114.  









		    (b)        Appointment
of Agent for Service. The Company has designated and
appointed ____________________________________________________________, as
its authorized agent upon which process may be served in any suit or
proceeding in any Federal or State court in the Borough of Manhattan, The
City of New York arising out of or relating to the Securities or this
Indenture, but for that purpose only, and agrees that service of process
upon said agent shall be deemed in every respect effective service of
process upon it in any such suit or proceeding in any Federal or State court in the
Borough of Manhattan, The City of New York. Such appointment shall be
irrevocable so long as any of the Securities remain Outstanding until the
appointment of a successor by the Company and such successor's acceptance of
such appointment. Upon such acceptance, the Company shall notify the Trustee of the
name and address of such successor. The Company further agrees to take any
and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation
and appointment of said agent in full force and effect so long as any of the
Securities shall be Outstanding. The Trustee shall not be obligated and shall
have no responsibility with respect to any failure by the Company to take any
such action.  







        Nothing
in this Section shall affect the right of the Trustee or any Holder of any Security to
serve process in any manner permitted by applicable law or limit the right of the Trustee
or any Holder of any Security to bring proceedings against the Company in the courts of
any other jurisdiction or jurisdictions. 



15











		    (c)        Judgment
Currency. The Company agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment
in any court it is necessary to convert the sum due in respect of the
principal of, or premium or interest, if any, on the Securities of any series
from the Required Currency into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at
which, in accordance with normal banking procedures, the Trustee could
purchase the Required Currency with the Judgment Currency at the date of
payment and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance
with subsection (a)), in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the actual receipt,
by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering the
amount, if any by which actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected
by judgment being obtained for any other sum due under this Indenture.  









		    (d)        Waiver
of Immunities. To the extent that the Company or any of its properties, assets or
revenues may have or may hereafter become entitled to, or have attributed
to it, any right of immunity, on the grounds of sovereignty or otherwise,
from legal action, suit or proceeding, from the giving of any relief in any
thereof, from set-off or counterclaim, from the jurisdiction of any court, from service
of process, from attachment upon or prior to judgment, from attachment in aid
of execution of judgment, or from execution of judgment, or other legal
process or proceeding for the giving of any relief or for the enforcement of any
judgment, in any jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or
arising out of or in connection with this Indenture or the Securities
issued hereunder, the Company hereby irrevocably and unconditionally
waives and agrees not to plead or claim, any such immunity and consents to such
relief and enforcement. Nothing in this paragraph shall be deemed to
waive any defense (other than such immunity) available to the Company.  









ARTICLE TWO  



Security Forms  



Section 201. Forms
Generally  



        The
definitive Securities of each series shall be in substantially the form or forms thereof
established in the indenture supplemental hereto establishing such series or in a Board
Resolution establishing such series, or in an Officer’s Certificate pursuant to such
supplemental indenture or Board Resolution, 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 as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution thereof. If the
form or forms of Securities of any series are established in a Board Resolution or in an
Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution,
such Board Resolution and Officer’s Certificate, if any, shall be 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. 



16











        Unless
otherwise specified as contemplated by Section 301 or clause (g) of Section 1201, the
Securities of each series shall be issuable in registered form without coupons. The
definitive Securities shall be produced in such manner as shall be determined by the
Person executing such Securities, as evidenced by their execution thereof. 



Section 202. Form of
Legend for Global Securities.  



        Unless
otherwise provided with respect to a series of Securities as contemplated in Section
301(v), any 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 certificate of authentication shall be in substantially the form set forth
below: 



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



		
		
		
		
		
	 	___________________,
	 	as Trustee
	 
	 
	 	By: _______________________________________
	 	             Authorized [Signatory] [Officer]








ARTICLE THREE 



The Securities 



Section 301. Amount
Unlimited; Issuable in Series  



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



        The
Securities may be issued in one or more series. Subject to the penultimate paragraph of
this Section, prior to the authentication and delivery of Securities of any series there
shall be established by specification in a supplemental indenture or in a Board
Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or a
Board Resolution: 



17











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







		    (b)        any
 limit  upon  the  aggregate  principal  amount  of  the  Securities  of  such  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 such series pursuant          to
Section 304, 305, 306, 406 or 1205 and, except for any Securities  which,  pursuant to
Section 303, are          deemed never to have been authenticated and delivered
hereunder); 







		    (c)        the
Person or Persons  (without  specific  identification)  to whom interest on Securities of
such series,          or any  Tranche  thereof,  shall be payable on any  Interest
 Payment  Date,  if other than the Persons in          whose  names such  Securities  (or
one or more  Predecessor  Securities)  are  registered  at the close of          business
on the Regular Record Date for such interest; 









		    (d)        the
date or dates on which the principal of the  Securities  of such series,  or any Tranche
 thereof,  is          payable or any  formulary or other method or other means by which
such date or dates shall be  determined,          by  reference  to an index or other
fact or event  ascertainable  outside of this  Indenture  or otherwise          (without
regard to any provisions for redemption,  prepayment,  declaration of  acceleration,
 purchase or          extension); 







		    (e)        the
rate or rates at which the  Securities of such series,  or any Tranche  thereof,  shall
bear interest,          if any (including  the rate or rates at which overdue  principal
 shall bear  interest,  if different from          the rate or rates at which such
 Securities  shall bear interest  prior to Maturity,  and, if  applicable,          the
rate or rates at which overdue  premium or interest shall bear interest,  if any), or any
formulary or          other method or other means by which such rate or rates shall be
 determined,  by reference to an index or          other fact or event  ascertainable
 outside of this  Indenture or otherwise;  the date or dates from which          such
interest  shall accrue;  the Interest  Payment Dates on which such interest  shall be
payable and the          Regular  Record Date, if any, for the interest  payable on such
 Securities on any Interest  Payment Date;          the right of the  Company,  if any,
to extend the  interest  payment  periods and the duration of any such
         extension,  or to defer  payment  of  interest,  each as  contemplated  by
Section  311;  and the basis of          computation of interest, if other than as
provided in Section 310; 







		    (f)        the
place or places at which or methods by which (1) the  principal of and premium,  if any,
and interest,          if any, on  Securities of such series,  or any Tranche  thereof,
 shall be payable,  (2)  registration  of          transfer of  Securities  of such
 series,  or any Tranche  thereof,  may be  effected,  (3)  exchanges  of
         Securities  of such  series,  or any Tranche  thereof,  may be effected  and (4)
notices and demands to or          upon the Company in respect of the Securities of such
series,  or any Tranche thereof,  and this Indenture          may be served;  the
Security  Registrar and any Paying Agent or Agents for such series or Tranche;  and if
         such is the  case,  that  the  principal  of such  Securities  shall be  payable
 without  presentment  or          surrender thereof; 







18











		    (g)        the
period or periods  within which,  or the date or dates on which,  the price or prices at
which and the          terms and conditions upon which the Securities of such series,  or
any Tranche  thereof,  may be redeemed,          in whole or in part,  at the option of
the Company and any  restrictions  on such  redemptions,  including          but not
limited to a restriction  on a partial  redemption by the Company of the Securities of
any series,          or any Tranche thereof, resulting in delisting of such Securities
from any national exchange; 







		    (h)        the
 obligation or  obligations,  if any, of the Company to redeem or purchase or repay the
 Securities of          such  series,  or any  Tranche  thereof,  pursuant  to any
 sinking  fund or  other  mandatory  redemption          provisions  or at the option of
a Holder  thereof  and the period or periods  within  which or the date or          dates
on which,  the price or prices at which and the terms and  conditions  upon  which  such
 Securities          shall  be  redeemed  or  purchased  or  repaid,  in whole or in
part,  pursuant  to such  obligation,  and          applicable  exceptions  to the
 requirements  of  Section  404 in the  case  of  mandatory  redemption  or
         redemption or repayment at the option of the Holder; 









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







		    (j)        the
currency or  currencies,  including  composite  currencies,  in which  payment of the
principal of and          premium,  if any, and interest,  if any, on the Securities of
such series,  or any Tranche thereof,  shall          be payable (if other than in
Dollars); 







		    (k)        if
the principal of or premium,  if any, or interest,  if any, on the  Securities  of such
series,  or any          Tranche  thereof,  are to be payable,  at the  election of the
Company or a Holder  thereof,  in a coin or          currency other than that in which
the  Securities  are stated to be payable,  the period or periods within          which,
and the terms and conditions upon which, such election may be made; 







		    (l)        if
the principal of or premium,  if any, or interest,  if any, on the  Securities  of such
series,  or any          Tranche  thereof,  are to be  payable,  or are to be payable at
the  election  of the  Company or a Holder          thereof,  in securities or other
property,  the type and amount of such  securities or other property,  or          the
formulary or other method or other means by which such amount shall be  determined,  and
the period or          periods within which, and the terms and conditions upon which, any
such election may be made; 







		    (m)        if
the  amount  payable in respect of  principal  of or  premium,  if any,  or  interest,
 if any,  on the          Securities of such series,  or any Tranche thereof,  may be
determined with reference to an index or other          fact or event  ascertainable
 outside  of this  Indenture,  the  manner  in which  such  amounts  shall be
         determined to the extent not established pursuant to clause (e) of this
paragraph; 







		    (n)        if
other than the principal  amount  thereof,  the portion of the  principal  amount of
Securities of such          series,  or any Tranche  thereof,  which shall be payable
upon declaration of acceleration of the Maturity          thereof pursuant to Section 802; 







19











		    (o)        any
Events of Default,  in addition to those  specified in Section 801, with respect to the
 Securities of          such series,  and any  covenants of the Company for the benefit
of the Holders of the  Securities  of such          series,  or any Tranche thereof,  in
addition to those set forth in Article Six or any exceptions to those          set forth
in Article Six; 







		    (p)        the
terms,  if any,  pursuant to which the  Securities  of such  series,  or any Tranche
 thereof,  may be          converted into or exchanged for ordinary shares or other
securities of the Company or any other Person; 







		    (q)        the
 obligations or instruments,  if any, which shall be considered to be Eligible
 Obligations in respect          of the  Securities of such series,  or any Tranche
 thereof,  denominated in a currency other than Dollars          or in a composite
 currency,  and any additional or alternative  provisions for the  reinstatement  of the
         Company's  indebtedness  in respect of such Securities  after the  satisfaction
 and discharge  thereof as          provided in Section 701; 









		    (r)        if
applicable,  that any Securities of such series, or any Tranche thereof,  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 Section 305 in
which any such Global  Security  may be exchanged in whole          or in part for
 Securities  registered,  and any transfer of such Global  Security in whole or in part
may          be registered,  in the name or names of Persons other than the  Depositary
 for such Global  Security or a          nominee thereof and any other matters incidental
to such Securities; 







		    (s)        if
the Securities of such series,  or any Tranche thereof,  are to be issuable as bearer
 securities,  any          and all matters  incidental  thereto which are not
specifically  addressed in a supplemental  indenture as          contemplated by clause
(g) of Section 1201; 







		    (t)        to
the extent not established  pursuant to clause (r) of this paragraph,  any limitations on
the rights of          the Holders of the  Securities  of such  Series,  or any  Tranche
 thereof,  to transfer or exchange  such          Securities or to obtain the
 registration  of transfer  thereof;  and if a service charge will be made for
         the  registration  of transfer or exchange of  Securities  of such  series,  or
any Tranche  thereof,  the          amount or terms thereof; 







		    (u)        any
 exceptions  to Section 113, or  variation  in the  definition  of Business  Day,  with
respect to the          Securities of such series or any Tranche thereof; 







		    (v)        any
collateral, security, insurance, guarantee or assurance for the Securities of such series; 







		    (w)        any
rights or duties of another  Person to assume  the  obligations  of the  Company  with
 respect to the          Securities of such series  (whether as joint obligor,  primary
 obligor,  secondary  obligor or substitute          obligor) and any rights or duties to
discharge  and release any obligor with respect to the  Securities of          such
series or the Indenture to the extent related to such series; 







20











		    (x)        any
rights to change or  eliminate  any  provision of this  Indenture or to add any new
 provision to this          Indenture (by  supplemental  indenture or otherwise)  without
the consent of the Holders of the Securities          of such  series,  or with the
consent of the Holders of the  Securities  of such series as  specified  for
         such series or any Tranche thereof; 







		    (y)        the
 agent of the  Company  to  receive  service  of  process  in the  State of New  York,
 if other  than          ________________ in New York City; 







		    (z)        the
terms relating to any  Additional  Amounts that may be payable in certain  circumstances
 with respect          to the Securities of such series or any Tranche thereof; and 







		    (aa)        any
other terms of the  Securities  of such series,  or any Tranche  thereof,  not
 inconsistent  with the          provisions of this Indenture. 









        With
respect to Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution which establishes such series, or the
Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as
the case may be, may provide general terms or parameters for Securities of such series and
provide either that the specific terms of Securities of such series, or any Tranche
thereof, shall be specified in a Company Order or that such terms shall be determined by
the Company or its agents in accordance with procedures specified in a Company Order as
contemplated by clause (b) of Section 303. 



        Unless
otherwise provided with respect to a series of Securities as contemplated in Section
301(b), the aggregate principal amount of a series of Securities may be increased from
time to time and additional Securities of such series may be issued up to any maximum
aggregate principal amount authorized with respect to such series as increased. 



Section 302.
Denominations 



        Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, the Securities of each series shall be issuable in
denominations of $1,000 and any integral multiple thereof. 



Section 303. Execution,
Authentication, Delivery and Dating  



        Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, the Securities shall be executed on behalf of the
Company by an Authorized Officer and may have the corporate seal of the Company affixed
thereto or reproduced thereon attested by any other Authorized Officer or by the Secretary
or an Assistant Secretary of the Company. The signature of any or all of these officers on
the Securities may be manual or facsimile. 



        Securities
bearing the manual or facsimile signatures of individuals who were at the time of
execution Authorized Officers or the Secretary or an Assistant Secretary 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. 



21











        The
Trustee shall authenticate and deliver Securities of a series, for original issue, at one
time or from time to time in accordance with the Company Order referred to below, upon
receipt by the Trustee of: 



		    (a)        the
instrument or instruments establishing the form or forms and terms of such
               series, as provided in Sections 201 and 301;  







		    (b)        a
Company Order requesting the authentication and delivery of such Securities,
               and to the extent that the terms of such Securities shall not have been
               established in an indenture supplemental hereto or in a Board Resolution,
or in                an Officer’s Certificate pursuant to a supplemental indenture
or Board                Resolution, all as contemplated by Sections 201 and 301, either
(i) establishing                such terms or (ii) in the case of Securities of a series
subject to a Periodic                Offering, specifying procedures, acceptable to the
Trustee, by which such terms                are to be established (which procedures may
provide, to the extent acceptable to                the Trustee, for authentication and
delivery pursuant to oral or electronic                instructions from the Company or
any agent or agents thereof, which oral                instructions are to be promptly
confirmed electronically or in writing), in                either case in accordance with
the instrument or instruments delivered pursuant                to clause (a) above;  









		    (c)        the
Securities of such series, each executed on behalf of the Company by an
               Authorized Officer;  







		    (d)        Opinion
or Opinions of Counsel to the effect that:  







		    (i)        the
form or forms of such Securities have been duly authorized by the Company
               and have been established in conformity with the provisions of this
Indenture;  







		    (ii)        the
terms of such Securities have been duly authorized by the Company and have
               been established in conformity with the provisions of this Indenture; and  







		    (iii)        when
such Securities shall have been authenticated and delivered by the Trustee
               and issued and delivered by the Company in the manner and subject to any
               conditions specified in such Opinion of Counsel, such Securities will have
been                duly issued under this Indenture and will constitute valid and
legally binding                obligations of the Company, entitled to the benefits
provided by this Indenture,                and enforceable in accordance with their
terms, subject, as to enforcement, to                laws relating to or affecting
generally the enforcement of mortgagees’ and                other creditors’ rights,
including, without limitation, bankruptcy,                insolvency, reorganization,
receivership, moratorium and other laws affecting                the rights and remedies
of creditors and mortgagees’ generally and general                principles of
equity (regardless of whether such enforceability is considered in                a
proceeding in equity or at law);  







22











provided, however, that, with respect
to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to
receive such Opinion of Counsel only once at or prior to the time of the first
authentication of such Securities (provided that such Opinion of Counsel addresses the
authentication and delivery of all Securities of such series) and that in lieu of the
opinions described in clauses (ii) and (iii) above Counsel may opine that: 



		    (iv)        when
the terms of such  Securities  shall have been  established  pursuant to a Company Order
or Orders or                   pursuant to such  procedures  (acceptable  to the Trustee)
as may be specified  from time to time                   by a Company Order or Orders,
 all as  contemplated  by and in accordance  with the instrument or
                  instruments  delivered  pursuant to clause (a) above,  such terms will
have been duly  authorized                   by the  Company  and will  have  been
 established  in  conformity  with the  provisions  of this                   Indenture;
and 









		    (e)        such
 Securities,  when (1) executed by the Company,  (2)  authenticated  and  delivered by
the Trustee in          accordance  with this  Indenture,  (3)  issued  and  delivered
 by the  Company  and (4) paid for,  all as          contemplated  by and in accordance
 with the aforesaid  Company Order or Orders,  as the case may be, will          have
been duly issued under this Indenture and will constitute  valid and legally  binding
 obligations of          the Company,  entitled to the benefits  provided by the
 Indenture,  and  enforceable  in accordance  with          their terms,  subject,  as to
enforcement,  to laws relating to or affecting  generally the enforcement of
         mortgagees'  and  other  creditors'  rights,  including,  without  limitation,
  bankruptcy,   insolvency,          reorganization,  receivership,  moratorium  and
other laws  affecting the rights and remedies of creditors          and mortgagees'
 generally and general principles of equity (regardless of whether such  enforceability
is          considered in a proceeding in equity or at law). 







        With
respect to Securities of a series subject to a Periodic Offering, the Trustee may
conclusively rely, as to the authorization by the Company of any of such Securities, the
form, terms thereof and the legality, validity, binding effect and enforceability thereof,
and compliance of the authentication and delivery thereof with the terms and conditions of
this Indenture, upon the Opinion of Counsel and other documents delivered pursuant to
Sections 201 and 301 and this Section, as applicable, at or prior to the time of the first
authentication of Securities of such series unless and until such opinion or other
documents have been superseded or revoked or expire by their terms. In connection with the
authentication and delivery of Securities of a series subject to a Periodic Offering, the
Trustee shall be entitled to assume that the Company’s instructions to authenticate
and deliver such Securities do not violate any applicable law or any applicable rule,
regulation or order of any Governmental Authority having jurisdiction over the Company. 



        If
the form or terms of the Securities of any series have been established by or pursuant to
a Board Resolution or an Officer’s Certificate as permitted by Sections 201 or 301,
the Trustee shall not be required to authenticate such Securities if the issuance of such
Securities pursuant to this Indenture will materially or adversely affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee. 



23











        Unless
otherwise specified as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, each Security shall be dated the date of its
authentication. 



        Unless
otherwise specified as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, 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 or an Authenticating Agent 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 and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder to the Company, or any Person acting on its behalf,
but shall never have been issued and sold by the Company, and the Company shall deliver
such Security to the Security Registrar for cancellation as provided in Section 309
together with a written statement (which need not comply with Section 102 and need not be
accompanied by an Officer’s Certificate and an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, 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 hereof. 




Section 304. Temporary
Securities  



        Pending
the preparation of definitive Securities of any series or any Tranche thereof, the Company
may execute, and upon a 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, 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; provided, however, that
temporary Securities need not recite specific redemption, sinking fund, conversion or
exchange provisions. 



        Unless
otherwise specified as contemplated by Section 301 with respect to the Securities of any
series, or any Tranche thereof, after the preparation of definitive Securities of such
series or Tranche, the temporary Securities of such series or Tranche shall be
exchangeable, without charge to the Holder thereof, for definitive Securities of such
series or Tranche upon surrender of such temporary Securities at the office or agency of
the Company maintained pursuant to Section 602 in a Place of Payment for such Securities.
Upon such surrender of temporary Securities for such exchange, the Company shall, except
as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor
definitive Securities of the same series and Tranche of authorized denominations and of
like tenor and aggregate principal amount. 



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



24











Section 305.
Registration, Registration of Transfer and Exchange  



        Unless
otherwise specified as contemplated by Section 301 with respect to any series of
Securities, the Company shall cause to be kept in one of the offices designated pursuant
to Section 602, with respect to the Securities of each series, or any Tranche thereof, a
register (the register kept in accordance with this Section being 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 of such series or
Tranche and the registration of transfer thereof. The Company shall designate one Person
to maintain the Security Register for the Securities of each series on a consolidated
basis, and such Person is referred to herein, with respect to such series, as the
“Security Registrar.” Anything herein to the contrary notwithstanding, the
Company may designate one or more of its offices or an office of any Affiliate as an
office in which a register with respect to the Securities of one or more series, or any
Tranche or Tranches thereof, shall be maintained, and the Company may designate itself or
any Affiliate the Security Registrar with respect to one or more of such series. The
Security Register shall be open for inspection by the Trustee and the Company at all
reasonable times. 





        Except
as otherwise specified as contemplated by Section 301 with respect to the Securities of
any series, or any Tranche thereof, upon surrender for registration of transfer of any
Security of such series or Tranche at the office or agency of the Company maintained
pursuant to Section 602 in a Place of Payment for such series or Tranche, 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 and
Tranche, of authorized denominations and of like tenor and aggregate principal amount. 



        Except
as otherwise specified as contemplated by Section 301 with respect to the Securities of
any series, or any Tranche thereof, any Security of such series or Tranche may be
exchanged at the option of the Holder, for one or more new Securities of the same series
and Tranche, of authorized denominations and of like tenor and aggregate principal amount,
upon surrender of the Securities to be exchanged at any such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. 



        All
Securities delivered upon any registration of transfer or exchange of Securities shall be
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, the Trustee or the Security Registrar) be duly endorsed or
shall be accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee or the Security Registrar, as the case may be, duly executed by the
Holder thereof or his attorney duly authorized in writing. 



        Unless
otherwise specified as contemplated by Section 301, with respect to Securities of any
series, or any Tranche thereof, 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, 406 or 1205 not involving any transfer. 




25










        Unless
otherwise specified as contemplated by Section 301, with respect to Securities of any
series, or any Tranche thereof, the Company shall not be required to execute or to provide
for the registration of transfer of or the exchange of (a) Securities of any series, or
any Tranche thereof, during a period of 15 days immediately preceding the date notice is
to be given identifying the serial numbers of the Securities of such series or Tranche
called for redemption or (b) any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part. 




        Each
Global Security authenticated under this Indenture shall be registered in the name of the
Depositary designated for such Global Security or a nominee thereof and delivered to such
Depositary or a custodian therefor, and each such Global Security shall constitute a
single Security for all purposes of this Indenture. Notwithstanding the foregoing, except
as otherwise specified as contemplated by Section 301, no Global Security shall be
registered for transfer or exchange, or authenticated or delivered, pursuant to this
Section 305 or Sections 304, 306, 1206 or 406 in the name of a Person other than the
Depositary for such Security or its nominee until (i) the Depositary with respect to a
Global Security notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or the Depositary ceases to be a clearing agency
registered under the Exchange Act and, in either such event, the Company notifies the
Trustee that it is unable to appoint a successor Depositary within 90 days of any such
event, (ii) the Company executes and delivers to the Trustee a Company Order that such
Global Security shall be so transferable and exchangeable or (iii) there shall have
occurred and be continuing an Event of Default with respect to the Securities of such
series. Upon the occurrence in respect of any Global Security of any series of any one or
more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence
or such other conditions as may be specified as contemplated by Section 301 for such
series, such Global Security may be registered for transfer or exchange for Securities
registered in the names of, or authenticated and delivered to, such Persons as the
Depositary with respect to such series shall direct. 



        Except
as provided in the preceding paragraph, any Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, any Global Security or any
portion thereof, whether pursuant to this Section, Section 304, 306, 1206 or 406 or
otherwise, shall also be a Global Security and bear the legend specified in Section 202.
Notwithstanding any other provision of this Indenture, a Global Security may not be
transferred except as a whole by the Depositary for such Global Security to a nominee of
such Depositary or to another Depositary or a nominee thereof or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or to another
Depositary or a nominee thereof. 



Section 306. Mutilated,
Destroyed, Lost and Stolen Securities  



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



26











        If
there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction
of the ownership of and the destruction, loss or theft of any Security and (b) such
security or indemnity as may be reasonably 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 is held by a Person purporting to be the owner of such
Security, 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
Tranche, and of like tenor and principal amount and bearing a number not contemporaneously
outstanding. 





        Notwithstanding
the foregoing, 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 reasonable 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 other than the Holder of such new Security, and any such new
Security shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series duly issued hereunder. 



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



Section 307. Payment of
Interest; Interest Rights Preserved  



        Unless
otherwise specified as contemplated by Section 301 with respect to the Securities of any
series, or any Tranche thereof, 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. 



        Subject
to Section 311, 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
related Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided in clause
(a) or (b) below: 



27











		    (a)        The
 Company  may elect to make  payment of any  Defaulted  Interest  to the  Persons  in
whose  names the          Securities of such series (or their  respective  Predecessor
 Securities)  are  registered at the close of          business on a date (herein  called
a "Special  Record Date") for the payment of such  Defaulted  Interest,          which
 shall be fixed in the  following  manner.  The Company  shall  notify the Trustee in
writing of the          amount of  Defaulted  Interest  proposed  to be paid on each
 Security  of such series and the date of the          proposed  payment,  and at the
same time the  Company  shall  deposit  with the Trustee an amount of money
         equal to the  aggregate  amount  proposed to be paid in respect of such
 Defaulted  Interest or shall make          arrangements  satisfactory  to the  Trustee
 for such  deposit  on or  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  promptly  cause notice of          the  proposed  payment
of such  Defaulted  Interest  and the Special  Record  Date  therefor to be mailed,
         first-class  postage  prepaid,  to each Holder of  Securities of such series at
the address of such Holder          as it appears in the Security  Register,  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. 








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







        Subject
to the foregoing provisions of this Section 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 absolute owner of such Security for the purpose of receiving
payment of principal of and premium, if any, and (subject to Sections 305 and 307)
interest, if any, on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and none of the Company, the Trustee or any agent of the Company
or the Trustee shall be affected by notice to the contrary. 



28











        Members
of, or participants in, the Depositary (“Participants”) shall have no rights
under this Indenture with respect to any Global Securities held on their behalf of the
Depositary, or the Trustee as its custodian, or under the Global Securities, and the
Depositary may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of Global Security for all purposes whatsoever. None of the
Company, the Trustee, any Paying Agent, any Security Registrar or any other agent of the
Company or any agent of the Trustee shall have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial ownership
interests of a Security in the form of a Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests. The Company, the
Trustee, any Paying Agent and any Security Registrar and any other agent of the Company
and any agent of the Trustee shall be entitled to deal with any depositary (including any
Depositary), and any nominee thereof, that is the Holder of any such Global Security for
all purposes of this Indenture relating to such Global Security (including the payment of
principal, premium, if any, and interest and Additional Amounts, if any, and the giving of
instructions or directions by or to the owner or holder of a beneficial ownership interest
in such Global Security) as the sole Holder of such Global Security and shall have no
obligations to the beneficial owners thereof. None of the Company, the Trustee, any Paying
Agent, any Security Registrar or any other agent of the Company or any agent of the
Trustee shall have any responsibility or liability for any acts or omissions of any such
depositary with respect to such Global Security, for the records of any such depositary,
including records in respect of beneficial ownership interests in respect of any such
Global Security, for any transactions between such depositary and any participant in such
depositary or between or among any such depositary, any such participant and/or any holder
or owner of a beneficial interest in such Global Security or for any transfers of
beneficial interests in any such Global Security. 




        Notwithstanding
the foregoing, with respect to any Global Security, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by any depositary, as a
Holder, with respect to such Global Security or impair, as between such depositary and
owners of beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such depositary as a Holder of such
Global Security. 



Section 309. Cancellation
by Security Registrar  



        All
Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Security Registrar, be delivered to the
Security Registrar and, if not theretofore canceled, shall be promptly canceled by the
Security Registrar. The Company may at any time deliver to the Security Registrar for
cancellation any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever or which the Company shall not have
issued and sold, and all Securities so delivered shall be promptly canceled by the
Security Registrar. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities held by the Security Registrar shall be disposed of in
accordance with the customary practices of the Security Registrar at the time in effect,
and the Security Registrar shall not be required to destroy any such certificates. The
Security Registrar shall promptly deliver a certificate of disposition to the Trustee and
the Company unless, by a Company Order, delivered to the Security Registrar and Trustee,
the Company shall direct that canceled Securities be returned to it. The Security
Registrar shall promptly deliver evidence of any cancellation of a Security in accordance
with this Section 309 to the Trustee and the Company. 



29











Section 310. Computation
of Interest  



        Except
as otherwise specified as contemplated by Section 301 for Securities of any series, or any
Tranche thereof, interest on the Securities of each series shall be computed on the basis
of a 360-day year consisting of twelve 30-day months and for any period shorter than a
full month on the basis of the actual number of days elapsed within any such period. 





Section 311. Extension of
Interest Payment, Deferral of Interest Payment  



        The
Company shall have the right at any time, so long as no Event of Default shall have
occurred and be continuing with respect to the Securities of any series hereunder, to
extend interest payment periods or to defer the payment of interest on all Securities of
one or more series, or Tranches thereof, if so specified as contemplated by Section 301
with respect to such Securities and upon such terms as may be specified as contemplated by
Section 301 with respect to such Securities. 



Section 312. Payment to
Be in Proper Currency  



        In
the case of the Securities of any series, or any Tranche thereof, denominated in any
currency other than Dollars or in a composite currency (the “Required
Currency”), except as otherwise specified with respect to such Securities as
contemplated by Section 301, the obligation of the Company to make any payment of the
principal thereof, or the premium or interest thereon, shall not be discharged or
satisfied by any tender by the Company, or recovery by the Trustee, in any currency other
than the Required Currency, except to the extent that such tender or recovery shall result
in the Trustee timely holding the full amount of the Required Currency then due and
payable. If any such tender or recovery is in a currency other than the Required Currency,
the Trustee may take such actions as it considers appropriate to exchange such currency
for the Required Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by the
Company, the Company shall remain fully liable for any shortfall or delinquency in the
full amount of Required Currency then due and payable, and in no circumstances shall the
Trustee be liable therefor except in the case of its negligence or willful misconduct. 





ARTICLE FOUR 



Redemption of
Securities 



Section 401.
Applicability of Article  



        Securities
of any series, or any Tranche thereof, 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 Securities of such series or Tranche) in accordance with
this Article. 



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Section 402. Election to
Redeem; Notice to Trustee  



        The
election of the Company to redeem any Securities shall be evidenced by an Officer’s
Certificate. The Company shall, at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
in writing of such Redemption Date and of the principal amount of such Securities to be
redeemed. In the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or elsewhere in
this Indenture or (b) pursuant to an election of the Company which is subject to a
restriction or condition specified in the terms of such Securities, the Company shall
furnish the Trustee with an Officer’s Certificate evidencing compliance with such
restriction or condition. 





Section 403. Selection of
Securities to Be Redeemed  



        If
less than all the Securities of any series, or any Tranche thereof, are to be redeemed,
the particular Securities to be redeemed shall be selected by the Trustee from the
Outstanding Securities of such series or Tranche not previously called for redemption, by
such method as shall be provided for any particular series or Tranche, or, in the absence
of any such provision, by such method as the Trustee shall deem fair and appropriate and
which may, in any case, provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of such series or Tranche or any integral
multiple thereof) of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of such series
or Tranche; provided, however, that if, as indicated in an Officer’s Certificate, the
Company shall have offered to purchase all or any principal amount of the Securities then
Outstanding of any series, or any Tranche thereof, and less than all of such Securities as
to which such offer was made shall have been tendered to the Company for such purchase,
the Trustee, if so directed by Company Order, shall select for redemption all or any
principal amount of such Securities which have not been so tendered. 



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



        For
all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities 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 404. Notice of
Redemption  



        Except
as otherwise specified as contemplated by Section 301 for Securities of any series, notice
of redemption shall be given in the manner provided in Section 106 to the Holders of the
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption
Date. 



        Except
as otherwise specified as contemplated by Section 301 for Securities of any series, all
notices of redemption shall state: 



31











		    (a)        the
Redemption Date, 







		    (b)        the
 Redemption  Price  (if  known)  or the  formula  pursuant  to  which  the  Redemption
 Price is to be          determined if the Redemption Price cannot be determined at the
time the notice is given, 







		    (c)        if
less than all the  Securities of any series or Tranche are to be redeemed,  the
 identification  of the          particular  Securities  to be  redeemed  and the
 portion of the  principal  amount of any  Security to be          redeemed in part, 







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








		    (e)        the
place or places where such  Securities are to be surrendered  for payment of the
Redemption  Price and          accrued  interest,  if any,  and  Additional  Amounts,  if
any,  unless it shall  have been  specified  as          contemplated by Section 301 with
respect to such Securities that such surrender shall not be required, 







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







		    (g)        the
CUSIP, ISIN or other similar numbers,  if any, assigned to such Securities;  provided,
 however,  that          such  notice  may state  that no  representation  is made as to
the  correctness  of CUSIP,  ISIN or other          similar  numbers,  in which  case
none of the  Company,  the  Trustee  or any agent of the  Company or the          Trustee
 shall have any  liability  in respect of the use of any CUSIP,  ISIN or other  similar
 number or          numbers on such notices,  and the redemption of such Securities
 shall not be affected by any defect in or          omission of such numbers, and 







		    (h)        such
other matters as the Company shall deem desirable or appropriate. 







        Unless
otherwise specified with respect to any Securities in accordance with Section 301,
with respect to any notice of redemption of Securities at the election of the Company,
unless, upon the giving of such notice, such Securities shall be deemed to have been paid
in accordance with Section 701, such notice may state that such redemption shall be
conditional upon the receipt by the Paying Agent or Agents for such Securities, on or
prior to the date fixed for such redemption, of money sufficient to pay the principal of
and premium, if any, and interest, if any, and Additional Amounts, if any, on such
Securities and that if such money shall not have been so received such notice shall be of
no force or effect and the Company shall not be required to redeem such Securities. In the
event that such notice of redemption contains such a condition and such money is not so
received, the redemption shall not be made and within a reasonable time thereafter notice
shall be given, in the manner in which the notice of redemption was given, that such money
was not so received and such redemption was not required to be made, and the Paying Agent
or Agents for the Securities otherwise to have been redeemed shall promptly return to the
Holders thereof any of such Securities which had been surrendered for payment upon such
redemption. 



32











        Notice
of redemption of Securities to be redeemed at the election of the Company, and any notice
of non-satisfaction of a condition for redemption as aforesaid, shall be given by the
Company or, at the Company’s request, by the Security Registrar in the name and at
the expense of the Company. Notice of any mandatory redemption of Securities shall be
given by the Security Registrar in the name and at the expense of the Company. 



Section 405. Securities
Payable on Redemption Date  



        Notice
of redemption having been given as aforesaid, and the conditions, if any, set forth in
such notice having been satisfied, the Securities or portions thereof 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, in the case of an unconditional notice of
redemption, the Company shall default in the payment of the Redemption Price and accrued
interest and Additional Amounts, if any) such Securities or portions thereof, if
interest-bearing, shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with such notice, such Security or portion thereof shall be paid
by the Company at the Redemption Price, together with accrued interest and Additional
Amounts, if any, to the Redemption Date; provided, however, that no such surrender shall
be a condition to such payment if so specified as contemplated by Section 301 with respect
to such Security; and provided, further, that except as otherwise specified as
contemplated by Section 301 with respect to such Security, any installment of interest on
any Security the Stated Maturity of which installment is on or prior to the Redemption
Date shall be payable to the Holder of such Security, or one or more Predecessor
Securities, registered as such at the close of business on the related Regular Record Date
according to the terms of such Security and subject to the provisions of Section 307. 





Section 406. Securities
Redeemed in Part  



        Upon
the surrender of any Security which is to be redeemed only in part 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), 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
Tranche, of any authorized denomination requested by such Holder and of like tenor and in
aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered. 





ARTICLE FIVE 



Sinking Funds 



Section 501.
Applicability of Article  



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



33











        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any
series, or any Tranche thereof, is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the terms
of Securities of any series, or any Tranche thereof, is herein referred to as an
“optional sinking fund payment”. If provided for by the terms of Securities of
any series, or any Tranche thereof, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 502. Each sinking fund payment shall be
applied to the redemption of Securities of the series or Tranche in respect of which it
was made as provided for by the terms of such Securities. 





Section 502. Satisfaction
of Sinking Fund Payments with Securities  



        The
Company (a) may deliver to the Trustee Outstanding Securities (other than any previously
called for redemption) of a series or Tranche in respect of which a mandatory sinking fund
payment is to be made and (b) may apply as a credit Securities of such series or Tranche
which have been (i) 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 or (ii) repurchased by the Company in the open
market, by tender offer, in the open market or by private agreement, or otherwise, in each
case in satisfaction of all or any part of such mandatory sinking fund payment with
respect to the Securities of such series or Tranche; provided, however, that no Securities
shall be applied in satisfaction of a mandatory sinking fund payment if such Securities
shall have been previously so applied. Securities so applied shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly. 



Section 503. Redemption
of Securities for Sinking Fund  



        Not
less than 45 days prior to each sinking fund payment date for the Securities of any
series, or any Tranche thereof, the Company shall deliver to the Trustee an Officer’s
Certificate specifying: 



		    (a)        the
amount of the next succeeding mandatory sinking fund payment for such series or Tranche; 







		    (b)        the
amount,  if any, of the optional sinking fund payment to be made together with such
mandatory  sinking          fund payment; 







		    (c)        the
aggregate sinking fund payment; 







		    (d)        the
portion,  if any, of such  aggregate  sinking fund payment  which is to be satisfied by
the payment of          cash; and 







		    (e)        the
portion,  if any, of such  aggregate  sinking fund payment which is to be satisfied by
delivering  and          crediting  Securities  of such series or Tranche  pursuant to
 Section 502  and stating the basis for such          credit and that such Securities
 have not previously been so credited,  and the Company shall also deliver          to
the Trustee any Securities to be so delivered. 







34











        If
the Company shall have not delivered such Officer’s Certificate and, to the extent
applicable, all such Securities, the next succeeding sinking fund payment for such series
or Tranche shall be made entirely in cash in the amount of the mandatory sinking fund
payment. Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 403 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 404. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 405 and 406. 






ARTICLE SIX 



Covenants 



Section 601. Payment of
Principal, Premium and Interest  



        The
Company shall pay the principal of and premium, interest and Additional Amounts, if any,
on the Securities of each series in accordance with the terms of such Securities and this
Indenture. 



Section 602. Maintenance
of Office or Agency  



        The
Company shall maintain in each Place of Payment for the Securities of each series, or any
Tranche thereof, an office or agency where payment of such Securities shall be made, where
the registration of transfer or exchange of such Securities may be effected and where
notices and demands to or upon the Company in respect of such Securities and this
Indenture may be served. The Company shall give prompt written notice to the Trustee of
the location, and any change in the location, of each such office or agency and prompt
notice to the Holders of any such change in the manner specified in Section 106. If at any
time the Company shall fail to maintain any such required office or agency in respect of
Securities of any series, or any Tranche thereof, or shall fail to furnish the Trustee
with the address thereof, payment of such Securities shall be made, registration of
transfer or exchange thereof may be effected and notices and demands in respect thereof
may be served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent for all such purposes in any such event. 



        The
Company may also from time to time designate one or more other offices or agencies with
respect to the Securities of one or more series, or any Tranche thereof, for any or all of
the foregoing purposes and may from time to time rescind such designations; provided,
however, that, unless otherwise specified as contemplated by Section 301 with respect to
the Securities of such series or Tranche, no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency for such
purposes in each Place of Payment for such Securities in accordance with the requirements
set forth above. The Company shall give prompt written notice to the Trustee, and prompt
notice to the Holders in the manner specified in Section 106, of any such designation or
rescission and of any change in the location of any such other office or agency. 




35










        Anything
herein to the contrary notwithstanding, unless otherwise specified as contemplated by
Section 301 for the Securities of any series, any office or agency required by this
Section may be maintained at an office of the Company or an Affiliate of the Company, in
which event the Company or such Affiliate, as the case may be, shall perform all functions
to be performed at such office or agency. 




Section 603. 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 the Securities
of any series, or any Tranche thereof, it shall, on or before each due date of the
principal of or premium, interest or Additional Amounts, if any, on any of such
Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal, premium, interest or Additional Amounts so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided. The Company shall promptly notify the Trustee of any failure by the Company (or
any other obligor on such Securities) to make any payment of principal of or premium,
interest or Additional Amounts, if any, on such Securities. 



        Whenever
the Company shall have one or more Paying Agents for the Securities of any series, or any
Tranche thereof, it shall, on or before each due date of the principal of or premium,
interest or Additional Amounts, if any, on such Securities, deposit with such Paying
Agents sums sufficient (without duplication) to pay the principal, premium, interest or
Additional Amounts so becoming due, such sums to be held in trust for the benefit of the
Persons entitled to such principal, premium, interest or Additional Amounts, and (unless
such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of any
failure by it so to act. 



        The
Company shall cause each Paying Agent for the Securities of any series, or any Tranche
thereof, other than the Company or 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 shall: 



		    (a)        hold
all sums held by it for the payment of the principal of or premium,  interest or
Additional  Amounts,          if any,  on such  Securities  in trust for the  benefit of
the Persons  entitled  thereto  until such sums          shall be paid to such Persons or
otherwise disposed of as herein provided; 







		    (b)        give
the  Trustee  notice of any failure by the Company (or any other  obligor  upon such
 Securities)  to          make any payment of principal of or premium,  interest or
Additional  Amounts, if any, on such Securities;          and 







		    (c)        at
any time  during  the  continuance  of any such  failure,  upon the  written  request  of
the  Trustee,          forthwith  pay to the Trustee  all sums so held in trust by such
 Paying  Agent and furnish to the Trustee          such information as it possesses
regarding the names and addresses of the Persons entitled to such sums. 







        The
Company may at any time 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, if so stated in a Company Order delivered to the Trustee, in
accordance with the provisions of Article Seven; 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. 



36











        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 and premium, interest or Additional Amounts, if
any, on any Security and remaining unclaimed for two years after such principal or
premium, interest or Additional Amounts, if any, have become due and payable shall to the
extent permitted by law be paid to the Company on Company Request, or, if then held by the
Company, shall be discharged from such trust; and, upon such payment or discharge, the
Holder of such Security shall, as an unsecured general creditor and not as the Holder of
an Outstanding Security, look only to the Company for payment of the amount so due and
payable and remaining unpaid unless the applicable law provides otherwise, 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 payment to
the Company, may at the expense of the Company cause to be mailed, on one occasion only,
notice to such Holder 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 mailing, any unclaimed
balance of such money then remaining will be paid to the Company. 



Section 604. Corporate
Existence  



        Subject
to the rights of the Company under Article Eleven, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its existence as a
corporation. 



Section 605. Maintenance
of Properties  



        The
Company shall cause (or, with respect to property owned in common with others, make
reasonable effort to cause) all of its properties used or useful in the conduct of its
business to be maintained and kept in good condition, repair and working order and shall
cause (or, with respect to property owned in common with others, make reasonable effort to
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 conducted; provided, however,
that nothing in this Section shall prevent the Company from discontinuing, or causing the
discontinuance of, the operation and maintenance of any of its properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of its
business. 



Section 606. Annual
Officer’s Certificate as to Compliance.  



        Not
later than ________ __ in each year, commencing _______ __, ___, the Company shall deliver
to the Trustee an Officer’s Certificate, which need not comply with Section 102,
executed by the principal executive officer, the principal financial officer or the
principal accounting officer of the Company, as to such officer’s knowledge of the
Company’s compliance with all conditions and covenants under this Indenture, such
compliance to be determined without regard to any period of grace or requirement of notice
under this Indenture, and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge, and otherwise
complying with the provisions of Section 314(a)(4) of the Trust Indenture Act. 



37










Section 607. Waiver of
Certain Covenants  



        The
Company may omit in any particular instance to comply with any term, provision or
condition set forth in (a) Section 602 or any additional covenant or restriction specified
with respect to the Securities of any series, or any Tranche thereof, as contemplated by
Section 301 or by clause (c) of Section 1201, if before the time for such compliance the
Holders of a majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches with respect to which compliance with Section 602 or such additional
covenant or restriction is to be omitted, considered as one class, shall, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with
such term, provision or condition and (b) Section 605 or Article Eleven if before the time
for such compliance the Holders of a majority in aggregate principal amount of Securities
Outstanding under this Indenture shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision or
condition; but, in the case of (a) or (b), 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 608. Calculation
of Original Issue Discount.  



        The
Company shall file with the Trustee as promptly as possible after the end of each calendar
year (i) a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue discount as
may then be relevant under the Internal Revenue Code of 1986, as amended from time to
time. 






ARTICLE SEVEN 



Defeasance;
Satisfaction and Discharge 



Section 701. Defeasance 



        Any
Security or Securities, or any portion of the principal amount thereof, shall be deemed to
have been paid for all purposes of this Indenture, and the entire indebtedness of the
Company in respect thereof shall be deemed to have been satisfied and discharged, if there
shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust: 



		    (a)        money
in an amount which shall be sufficient, or 







38












		    (b)        in
the case of a deposit  made prior to the  Maturity of such  Securities  or portions
 thereof,  Eligible          Obligations,  which shall not contain provisions  permitting
the redemption or other prepayment thereof at          the option of the issuer  thereof,
 the  principal  of and the  interest  on which when due,  without  any          regard
to reinvestment  thereof,  will provide moneys which,  together with the money,  if any,
 deposited          with or held by the Trustee or such Paying Agent, shall be
sufficient, or 









		    (c)        a
combination of (a) or (b) which shall be sufficient, 







to pay when due the principal of and
premium, interest and Additional Amounts, if any, due and to become due on such Securities
or portions thereof on or prior to Maturity; provided, however, that in the case of the
provision for payment or redemption of less than all the Securities of any series or
Tranche, such Securities or portions thereof shall have been selected by the Security
Registrar as provided herein and, in the case of a redemption, the notice requisite to the
validity of such redemption shall have been given or irrevocable authority shall have been
given by the Company to the Trustee to give such notice, under arrangements satisfactory
to the Trustee; and provided, further, that the Company shall have delivered to the
Trustee and such Paying Agent: 



		    (x)        such
deposit shall have been made prior to the Maturity of such Securities, a
          Company Order stating that the money and Eligible Obligations deposited in
          accordance with this Section shall be held in trust, as provided in Section
703;           and  







		    (y)        if
Eligible Obligations shall have been deposited, an Opinion of Counsel that           the
obligations so deposited constitute Eligible Obligations and do not contain
          provisions permitting the redemption or other prepayment at the option of the
          issuer thereof, and an opinion of an independent public accountant of
nationally           recognized standing, selected by the Company, to the effect that the
          requirements set forth in clause (b) above have been satisfied; and  







		    (z)        if
such deposit shall have been made prior to the Maturity of such Securities,           an
Officer’s Certificate stating the Company’s intention that, upon
          delivery of such Officer’s Certificate, its indebtedness in respect of
such           Securities or portions thereof will have been satisfied and discharged as
          contemplated in this Section.  







        Upon
the deposit of money or Eligible Obligations, or both, in accordance with this Section,
together with the documents required by clauses (x), (y) and (z) above, the Trustee shall,
upon receipt of a Company Request, acknowledge in writing that the Security or Securities
or portions thereof with respect to which such deposit was made are deemed to have been
paid for all purposes of this Indenture and that the entire indebtedness of the Company in
respect thereof has been satisfied and discharged as contemplated in this Section. In the
event that all of the conditions set forth in the preceding paragraph shall have been
satisfied in respect of any Securities or portions thereof except that, for any reason,
the Officer’s Certificate specified in clause (z), shall not have been delivered,
such Securities or portions thereof shall nevertheless be deemed to have been paid for all
purposes of this Indenture, and the Holders of such Securities or portions thereof shall
nevertheless be no longer entitled to the benefits of this Indenture or of any of the
covenants of the Company under Article Six (except the covenants contained in Sections 602
and 603) or any other covenants made in respect of such Securities or portions thereof as
contemplated by Section 301 or Section 1201(c), but the indebtedness of the Company in
respect of such Securities or portions thereof shall not be deemed to have been satisfied
and discharged prior to Maturity for any other purpose, and the Holders of such Securities
or portions thereof shall continue to be entitled to look to the Company for payment of
the indebtedness represented thereby; and, upon Company Request, the Trustee shall
acknowledge in writing that such Securities or portions thereof are deemed to have been
paid for all purposes of this Indenture. 



39











        If
payment at Stated Maturity of less than all of the Securities of any series, or any
Tranche thereof, is to be provided for in the manner and with the effect provided in this
Section, the Security Registrar shall select such Securities, or portions of principal
amount thereof, in the manner specified by Section 403 for selection for redemption of
less than all the Securities of a series or Tranche. 



        In
the event that Securities which shall be deemed to have been paid for purposes of this
Indenture, and, if such is the case, in respect of which the Company’s indebtedness
shall have been satisfied and discharged, all as provided in this Section do not mature
and are not to be redeemed within the 60 day period commencing with the date of the
deposit of moneys or Eligible Obligations, as aforesaid, the Company shall, as promptly as
practicable, give a notice, in the same manner as a notice of redemption with respect to
such Securities, to the Holders of such Securities to the effect that such deposit has
been made and the effect thereof. 



        Notwithstanding
that any Securities shall be deemed to have been paid for purposes of this Indenture, as
aforesaid, the obligations of the Company and the Trustee in respect of such Securities
under Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907, 909,
910 and 915 and this Article Seven shall survive. 



        The
Company shall pay, and shall indemnify the Trustee or any Paying Agent with which Eligible
Obligations shall have been deposited as provided in this Section against, any tax, fee or
other charge imposed on or assessed against such Eligible Obligations or the principal or
interest received in respect of such Eligible Obligations, including, but not limited to,
any such tax payable by any entity deemed, for tax purposes, to have been created as a
result of such deposit. 



        Anything
herein to the contrary notwithstanding, (a) if, at any time after a Security would be
deemed to have been paid for purposes of this Indenture, and, if such is the case, the
Company’s indebtedness in respect thereof would be deemed to have been satisfied or
discharged, pursuant to this Section (without regard to the provisions of this paragraph),
the Trustee or any Paying Agent, as the case may be, shall be required to return the money
or Eligible Obligations, or combination thereof, deposited with it as aforesaid to the
Company or its representative under any applicable bankruptcy, insolvency or other similar
law, such Security shall thereupon be deemed retroactively not to have been paid and any
satisfaction and discharge of the Company’s indebtedness in respect thereof shall
retroactively be deemed not to have been effected, and such Security shall be deemed to
remain Outstanding and (b) any satisfaction and discharge of the Company’s
indebtedness in respect of any Security shall be subject to the provisions of the last
paragraph of Section 603. 



40











Section 702. Satisfaction
and Discharge of Indenture  



        This
Indenture shall upon Company Request cease to be of further effect (except as hereinafter
expressly provided), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when 



		    (a)        no Securities
remain Outstanding hereunder; and  








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







provided, however, that if, in
accordance with the last paragraph of Section 701, any Security, previously deemed to have
been paid for purposes of this Indenture, shall be deemed retroactively not to have been
so paid, this Indenture shall thereupon be deemed retroactively not to have been satisfied
and discharged, as aforesaid, and to remain in full force and effect, and the Company
shall execute and deliver such instruments as the Trustee shall reasonably request to
evidence and acknowledge the same. 



        Notwithstanding
the satisfaction and discharge of this Indenture as aforesaid, the obligations of the
Company and the Trustee under Sections 304, 305, 306, 404, 503 (as to notice of
redemption), 602, 603, 907, 909, 910 and 915 and this Article Seven shall survive. 



        Upon
satisfaction and discharge of this Indenture as provided in this Section, the Trustee
shall upon Company Request, assign, transfer and turn over to the Company, subject to the
lien provided by Section 907, any and all money, securities and other property then held
by the Trustee for the benefit of the Holders of the Securities other than money and
Eligible Obligations held by the Trustee pursuant to Section 703 and shall execute and
deliver to the Company such instruments as, in the judgment of the Company, shall be
necessary, desirable or appropriate to effect or evidence the satisfaction and discharge
of this Indenture. 



Section 703. Application
of Trust Money  



        Neither
the Eligible Obligations nor the money deposited pursuant to Section 701, nor the
principal or interest payments on any such Eligible Obligations, shall be withdrawn or
used for any purpose other than, and shall be held in trust for, the payment of the
principal of and premium, interest and Additional Amounts, if any, on the Securities or
portions of principal amount thereof in respect of which such deposit was made, all
subject, however, to the provisions of Section 603; provided, however, that, so long as
there shall not have occurred and be continuing an Event of Default, any cash received
from such principal or interest payments on such Eligible Obligations, if not then needed
for such purpose, shall, to the extent practicable, and upon Company Request, be invested
in Eligible Obligations of the type described in clause (b) in the first paragraph of
Section 701 maturing at such times and in such amounts as shall be sufficient together
with any other moneys and the principal and interest on any other Eligible Obligations
then held by the Trustee to pay when due the principal of and premium, if any, and
interest and Additional Amounts, if any, due and to become due on such Securities or
portions thereof on and prior to the Maturity thereof, and interest earned from such
reinvestment shall be paid over to the Company as received, free and clear of any trust,
lien or pledge under this Indenture except the lien provided by Section 907; and provided,
further, that, so long as there shall not have occurred and be continuing an Event of
Default, any moneys held in accordance with this Section on the Maturity of all such
Securities in excess of the amount required to pay the principal of and premium, interest
and Additional Amounts, if any, then due on such Securities shall, upon Company Request,
be paid over to the Company free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 907; and provided, further, that if an Event
of Default shall have occurred and be continuing, moneys to be paid over to the Company
pursuant to this Section shall be held until such Event of Default shall have been waived
or cured. 



41













ARTICLE EIGHT 



Events of Default;
Remedies 



Section 801. Events of
Default 



        “Event
of Default,” with respect to Securities of any
series, means any one of the following events which shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be occasioned by the
provisions of Article Fifteen, or 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) unless it is either inapplicable to
a particular series or it is specifically deleted or modified in or pursuant to the
supplemental indenture, or resolution of the Board of Directors, or Officer’s
Certificate pursuant to either thereof, establishing such series of Securities or in the
form of Security for such series:



		    (a)        default
in the payment of any  installment  of interest  upon any of the  Securities of such
series as and          when the same shall become due and payable, and continuance of
such default for a period of 30 days; 







		    (b)        default
in the  payment of all or any part of the  principal  of any of the  Securities  of such
series as          and when the same shall become due and payable,  either at maturity,
 upon any redemption,  by declaration          or otherwise; 







		    (c)        default
in the  performance  or breach of any  covenant or warranty  contained in the  Securities
 of such          series or in this  Indenture  (other than a covenant or warranty a
default in whose  performance  or whose          breach is elsewhere in this Section 801
 specifically  dealt with or which has expressly  been included in          this
 Indenture  solely for the benefit of one or more series of Securities  other than that
series),  and          continuance  of such default or breach for a period of 90 days
after there has been given,  by  registered          or  certified  mail,  to the Company
by the Trustee or to the Company and the Trustee by the Holders of at          least 25%
in principal amount of the Outstanding  Securities of that series,  a written notice
 specifying          such  default or breach and  requiring  it to be  remedied  and
 stating  that such notice is a "Notice of          Default" hereunder; 








42











		    (d)        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,  state or foreign          bankruptcy,  liquidation,
 insolvency,  reorganization  or other  similar law or (B) a decree or order (1)
         adjudging  the  Company a bankrupt or  insolvent,  (2)  approving  as  properly
 filed a petition  seeking          reorganization,  arrangement,  adjustment  or
 composition  of or in  respect  of the  Company  under  any          applicable
 federal,  state or foreign law, (3) appointing a custodian,  receiver,  liquidator,
 assignee,          trustee,  sequestrator  or  other  similar  official  of the  Company
 or of any  substantial  part of its          property or (4) 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; 










		    (e)        the
commencement by the Company of a voluntary case or proceeding under any applicable
 federal,  state or          foreign bankruptcy, liquidation,  insolvency,
 reorganization or other similar law or of any other case or          proceeding to be
 adjudicated  a bankrupt or  insolvent,  or 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, state or foreign bankruptcy,
liquidation,  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,  state or          foreign  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 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 







		    (f)        any
other  Event of  Default  provided  with  respect to  Securities  of such  series in the
 supplemental          indenture or Board  Resolution,  or Officer's  Certificate
 pursuant to either thereof,  establishing such          series. 







Section 802. Declaration
of Acceleration; Rescission and Annulment  



        If
an Event of Default occurs and is continuing with respect to the Securities of any series,
then and in each and every such case, unless the principal of all Securities of such
series shall have already become due and payable, either the Trustee for such series or
the Holders of not less than 25% in aggregate principal amount at maturity of the
Securities of such series then Outstanding, by notice in writing to the Company and to the
Trustee if given by such Holders, may declare the principal of all the Securities of such
series to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable. 



        At
any time after such a declaration of acceleration with respect to Securities of any series
shall have been made and before a judgment or decree for payment of the money due shall
have been obtained by the Trustee as hereinafter in this Article provided, the Event of
Default or Events of Default giving rise to such declaration of acceleration shall,
without further act, be deemed to have been waived, and such declaration and its
consequences shall, without further act, be deemed to have been rescinded and annulled, if 



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







43












		    (1)        all
overdue interest on, or Additional Amounts, if any, with respect to all
               Securities of such series;  







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










		    (3)        to
the extent that payment of such interest is lawful, interest upon overdue
               interest, if any, or upon Additional Amounts, if any, at the rate or rates
               prescribed therefor herein or in such Securities;  







		    (4)        all
amounts due to the Trustee under Section 907;  







	 	
and  






		    (b)        any
other Event of Default or Events of Default with  respect to  Securities  of such
 series,  other than          the  nonpayment  of the  principal of Securities of such
series which shall have become due solely by such          declaration of acceleration,
shall have been cured or waived as provided in Section 813. 







No such rescission shall affect any
subsequent Event of Default or impair any right consequent thereon. 



Section 803. Collection of
Indebtedness and Suits for Enforcement by Trustee  



        If
an Event of Default described in clause (a) or (b) of Section 801 shall have occurred and
be continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit
of the Holders of the Securities of the series with respect to which such Event of Default
shall have occurred, the whole amount then due and payable on such Securities for
principal and premium, interest and Additional Amounts, if any, and, to the extent
permitted by law, interest on any overdue principal, premium, interest, and Additional
Amounts, if any, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover any amounts due to
the Trustee under Section 907. Unless otherwise specified pursuant to Section 301 with
respect to any series of Securities, the rate or rates at which Securities shall bear
interest on overdue principal, premium, interest and Additional Amounts shall be, to the
extent permitted by law, the same rate or rates at which such Securities shall bear
interest prior to maturity. 



        If
the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its
own name and as trustee of an express trust, 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. 



44











        If
an Event of Default with respect to Securities of any series shall have occurred and be
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 most effectual 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 804. Trustee May
File Proofs of Claim  



        In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or
of such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any
demand on the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, 



		    (a)        to
file  and  prove a claim  for the  whole  amount  of  principal,  premium,  if any,  and
 interest  and          Additional  Amounts,  if any,  owing and unpaid in respect of the
Securities and to file such other papers          or documents as may be  necessary or
advisable in order to have the claims of the Trustee  (including  any          claim for
amounts due to the  Trustee  under  Section  907) and of the  Holders  allowed in such
 judicial          proceeding, and 







		    (b)        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 amounts due it under Section 907. 



        Nothing
herein contained 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. 



Section 805. 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 in respect of which such judgment has been recovered. 



45











Section 806. Application
of Money Collected  



        Any
money or other property collected or received by the Trustee pursuant to this Article or
otherwise distributable in respect of the Company’s obligations under this Indenture
in the case of an Event of Default shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on account of
principal or premium, if any, or interest or Additional Amounts, if any, upon presentation
of the Securities in respect of which or for the benefit of which such money shall have
been collected 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 (including any predecessor Trustee) under Section
907; 









	 	        Second:
Subject to Article Fifteen, to the payment of the amounts then due and unpaid upon the Securities for principal of and
premium, if any, and interest and Additional Amounts, if any, 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, premium, if any, and interest and Additional Amounts, if any, respectively; and 







	 	        Third:
To the payment of the remainder, if any, to the Company or to whomsoever may be lawfully
entitled to receive the same or as a court of competent jurisdiction may direct. 







Section 807. Limitation
on Suits  



        No
Holder 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: 



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







		    (b)        the
Holders of a majority in aggregate  principal  amount of the  Outstanding  Securities of
all series in          respect of which an Event of Default  shall have  occurred  and be
 continuing,  considered  as one class,          shall have made  written  request  to
the  Trustee to  institute  proceedings  in respect of such Event of          Default in
its own name as Trustee hereunder; 







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







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







		    (e)        no
direction  inconsistent  with such  written  request  shall have been given to the
Trustee  during such          60-day period by the Holders of a majority in aggregate
 principal  amount of the  Outstanding  Securities          of all series in respect of
which an Event of Default  shall have occurred and be  continuing,  considered
         as one class; 







46











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 808.
Unconditional Right of Holders to Receive Principal, Premium and Interest  



        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and premium,
if any, and (subject to Sections 307 and 311) interest, if any, and Additional Amounts, if
any, on such Security on the Stated Maturity or Maturities if any 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 809. 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 shall have been discontinued or abandoned for any
reason, or shall have 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 such Holder shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and such Holder
shall continue as though no such proceeding had been instituted. 



Section 810. Rights and
Remedies Cumulative  



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



Section 811. Delay or
Omission Not Waiver  



        No
delay or omission of the Trustee or of any Holder 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. 



47











Section 812. Control by
Holders of Securities  



        If
an Event of Default shall have occurred and be continuing in respect of a series of
Securities, the Holders of a majority in principal amount of the Outstanding Securities of
such 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,
however, that if an Event of Default shall have occurred and be continuing with respect to
more than one series of Securities, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all such series, considered as one class, shall
have the right to make such direction, and not the Holders of the Securities of any one of
such series; and provided, further, that 







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







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







		    (c)        subject
to the  provisions  of Section 601, the Trustee shall have the right to decline to follow
any such          directions  if the Trustee in good faith  shall,  by a  Responsible
 Officer of  Officers of the  Trustee,          determine that the proceeding so directed
would involve the Trustee in personal liability; and 







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







        Before
proceeding to exercise any right or power hereunder at the direction of such Holders, the
Trustee shall be entitled to receive from such Holders reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in compliance
with any such direction. 



Section 813. Waiver of
Past Defaults  



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



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







		    (b)        in
respect of a covenant  or  provision  hereof  which  under  Section  1202 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 and all Events 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. 



48











Section 814. Undertaking
for Costs  



        The
Company and the Trustee agree, and each Holder by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the
Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% in aggregate principal amount of the Outstanding Securities of all
series in respect of which such suit may be brought, considered as one class, or to any
suit instituted by any Holder for the enforcement of the payment of the principal of or
premium, if any, or interest or Additional Amounts, if any, on any Security on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date). 




Section 815. Waiver of
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 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 NINE 



The Trustee 



Section 901. Certain
Duties and Responsibilities  



		    (a)        Except
during the continuance of an Event of Default with respect to the Securities of any
series, 







		    (i)        the
Trustee  undertakes to perform,  with respect to the  Securities of such series,  such
duties and only                   such duties as are  specifically  set forth in this
Indenture and the Trust Indenture Act, and no                   implied covenants or
obligations shall be read into this Indenture against the Trustee; and 







		    (ii)        in
the absence of bad faith on its part,  the Trustee may, with respect to the  Securities
of such series,                   conclusively  rely,  as to the  truth  of the
 statements  and the  correctness  of the  opinions                   expressed  therein,
 upon certificates or opinions furnished to the Trustee and conforming to the
                  requirements  of this  Indenture;  but in the case of any such
 certificates or opinions which by                   any  provision  hereof are
 specifically  required to be furnished  to the  Trustee,  the Trustee
                  shall be under a duty to  examine  the  same to  determine  whether  or
not they  conform  to the                   requirements   of  this  Indenture  (but
 need  not  confirm  or  investigate   the  accuracy  of                   mathematical
calculations or other facts stated therein). 








49










		    (b)        In
case an Event of Default with respect to the  Securities of any series has occurred and
is  continuing,          the Trustee shall exercise,  with respect to the Securities of
such series,  such of the rights and powers          vested  in it by this  Indenture,
 and use the same  degree  of care and  skill  in their  exercise,  as a          prudent
person would exercise or use under the circumstances in the conduct of his or her own
affairs. 







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







		    (i)        this
Subsection shall not be construed to limit the effect of Subsections (a) and (d) of this
Section; 







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







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







		    (d)        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. 







		    (e)        Whether
or not therein  expressly  so  provided,  every  provision  of this  Indenture  or
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 902. Notice of
Defaults 



        The
Trustee shall give notice of any default hereunder known to the Trustee with respect to
the Securities of any series to the Holders of Securities of such series in the manner and
to the extent required to do so by the Trust Indenture Act, unless such default shall have
been cured or waived; provided, however, that in the case of any default of the character
specified in Section 801(c), no such notice to Holders shall be given until at least 45
days after the occurrence thereof. For the purpose of this Section and clause (i) of
Section 903, the term “default” means any event which is, or after notice or
lapse of time, or both, would become, an Event of Default. 



50











Section 903. Certain
Rights of Trustee  



        Subject
to the provisions of Section 901: 




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







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







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







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







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







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







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







51











		    (h)        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; 










		    (i)        the
Trustee  shall not be charged  with  knowledge  of any default (as defined in Section
902) or Event of          Default with respect to the  Securities of any series for which
it is acting as Trustee  unless either (1)          a Responsible  Officer of the Trustee
shall have actual  knowledge  that such default or Event of Default,          as the case
may be, exists and  constitutes a default or Event of Default,  as the case may be, under
this          Indenture,  or (2) written  notice of such default or Event of Default
shall have been given in the manner          provided in Section 105 hereof to the
Trustee by the Company or any other  obligor on such  Securities  or          by any
Holder of such Securities; and 







		    (j)        the
 Trustee  shall not be liable for any action it takes or omits to take in good faith
which it believes          to be authorized or within its rights or powers conferred upon
it under this Indenture. 







Section 904. 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 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 905. May Hold
Securities  



        Each
of 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 908 and 913, may otherwise deal with the
Company with the same rights it would have if it were not the Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent. 



Section 906. 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 expressly provided herein or otherwise agreed
with, and for the sole benefit of, the Company. 



Section 907. Compensation
and Reimbursement  



        The
Company shall 




		    (a)        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); 







52











		    (b)        except
as otherwise  expressly provided herein,  reimburse the Trustee upon its request for all
reasonable          expenses,  disbursements  and advances  reasonably  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 to the extent  that any such  expense,  disbursement  or advance
 may be          attributable to the Trustee's negligence, willful misconduct or bad
faith; and 








		    (c)        indemnify
 the  Trustee  for and hold it  harmless  from and  against,  any  loss,  liability  or
 expense          reasonably  incurred by it arising out of or in connection  with the
acceptance or  administration  of the          trust or trusts hereunder or the
performance of its duties  hereunder,  including the reasonable costs and
         expenses  of  defending  itself  against  any  claim or  liability  in
 connection  with the  exercise  or          performance  of any of its powers or duties
 hereunder,  except to the extent any such loss,  liability or          expense may be
attributable to its negligence, willful misconduct or bad faith. 







        As
security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or
collected by the Trustee as such other than property and funds held in trust under Section
703 (except as otherwise provided in Section 703). 



        In
addition and without prejudice to the rights provided to the Trustee under any of the
provisions of this Indenture, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 801(d) or Section 801(e), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of administration under
any applicable bankruptcy, insolvency or other similar law. 



        The
Company’s obligations under this Section 907 and the lien referred to in this Section
907 shall survive the resignation or removal of the Trustee, the discharge of the
Company’s obligations under Article Seven of this Indenture and/or the termination of
this Indenture. 



        “Trustee”
for purposes of this Section shall include any predecessor Trustee; provided, however,
that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not
affect the rights of any other Trustee. 



Section 908.
Disqualification; Conflicting Interests.  



        If
the Trustee shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to the
extent, in the manner and with the effect, and subject to the conditions, provided in the
Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the Trust
Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee
in respect of the Securities of any series, shall not be deemed to have a conflicting
interest arising from its capacity as trustee in respect of the Securities of any other
series issued under this Indenture. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph of Section
310(b) of the Trust Indenture Act. 



53











Section 909. Corporate
Trustee Required; Eligibility  



        There
shall at all times be a Trustee hereunder which shall be 







		    (a)        a
corporation  organized and doing business  under the laws of the United  States,  any
State or Territory          thereof or the  District of  Columbia,  authorized  under
such laws to exercise  corporate  trust  powers,          having a combined  capital and
surplus of at least  $50,000,000  and subject to supervision or examination          by
Federal, State authority, or other applicable Governmental Authority, or 







		    (b)        if
and to the  extent  permitted  by the  Commission  by rule,  regulation  or order upon
 application,  a          corporation  or other  Person  organized  and  doing  business
 under  the laws of a  foreign  government,          authorized  under such laws to
exercise  corporate trust powers,  having a combined capital and surplus of          at
least  $50,000,000  or the  Dollar  equivalent  of the  applicable  foreign  currency
 and  subject  to          supervision  or  examination by authority of such foreign
 government or a political  subdivision  thereof          substantially  equivalent  to
 supervision  or  examination  applicable  to  United  States  institutional
         trustees, 







and, in either case, qualified and
eligible under this Article and the Trust Indenture Act. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of such
supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time
the Trustee 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 910. Resignation
and Removal; Appointment of Successor  



		    (a)        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 911. 







		    (b)        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  911 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. 







		    (c)        The
 Trustee may be removed at any time by Act of the  Holders of a majority  in  principal
 amount of the          Outstanding Securities of all series and delivery of such Act to
the Trustee and to the Company. 







		    (d)        If
at any time: 








54











          		    (1)       
               the Trustee shall fail to comply with Section 908 after written request therefor
               by the Company or by any Holder who has been a bona fide Holder for at least six
               months, or 



               






          		    (2)       
               the Trustee shall cease to be eligible under Section 909 or Section 310(a) of
               the Trust Indenture Act 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
               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, (x)  the
Company by a Board Resolution may remove the Trustee with respect to all Securities or
(y) subject to Section 814, any Holder who has been a bona fide Holder 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. 



		    (e)        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 (other than as  contemplated
 in clause (y) in subsection  (d) of this          Section),  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 911. 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  911,  become the  successor  Trustee with  respect to the
 Securities  of such series and to that          extent  supersede the successor  Trustee
 appointed by the Company.  If no successor  Trustee with respect          to the
 Securities  of any series  shall have been so appointed by the Company or the Holders
and accepted          appointment  in the manner  required  by  Section  911,  any
 Holder who has been a bona fide  Holder of a          Security  of such  series  for at
least six  months  may,  on behalf of itself  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. 







55











		    (f)        So
long as no event  which  is, or after  notice  or lapse of time,  or both,  would
 become,  an Event of          Default shall have occurred and be  continuing,  and
except with respect to a Trustee  appointed by Act of          the Holders of a majority
in principal  amount of the  Outstanding  Securities  pursuant to subsection (e)
         of this Section,  if the Company shall have delivered to the Trustee (i) a Board
 Resolution  appointing a          successor  Trustee,  effective as of a date  specified
 therein,  and (ii) an  instrument of acceptance of          such  appointment,
 effective as of such date, by such successor  Trustee in accordance  with Section 911,
         the Trustee  shall be deemed to have resigned as  contemplated  in  subsection
 (b) of this  Section,  the          successor  Trustee shall be deemed to have been
 appointed by the Company  pursuant to  subsection  (e) of          this Section and such
 appointment  shall be deemed to have been accepted as  contemplated in Section 911,
         all as of such date,  and all other  provisions  of this  Section and Section
911 shall be  applicable  to          such resignation, appointment and acceptance except
to the extent inconsistent with this subsection (f). 










		    (g)        The
Company (or, should the Company fail so to act promptly,  the successor  trustee at the
expense of 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 by mailing written notice of such event by first-class  mail,  postage prepaid,
 to all Holders          of  Securities of such series as their names and addresses
 appear in the Security  Register.  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 911. Acceptance
of Appointment by Successor  



		    (a)        In
case of the  appointment  hereunder  of a  successor  Trustee  with  respect to the
 Securities  of all          series,  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 all sums owed to it,  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, subject nevertheless to its lien provided in Section 907. 







		    (b)        In
case of the  appointment  hereunder of a successor  Trustee with  respect to the
 Securities  of one or          more (but not all) series,  the Company,  the retiring
Trustee and each successor  Trustee with respect to          the  Securities of one or
more series shall execute and deliver an indenture  supplemental  hereto wherein
         each  successor  Trustee shall accept such  appointment  and which  (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,  upon
payment of all sums owed to          it,  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,  subject  nevertheless to its
lien provided for in Section          907. 








56











		    (c)        Upon
request of any such successor  Trustee,  the Company shall execute any  instruments
 which fully vest          in and confirm to such  successor  Trustee all such rights,
 powers and trusts  referred to in  subsection          (a) or (b) of this Section, as
the case may be. 







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







Section 912. Merger,
Conversion, Consolidation or Succession to Business  



        Any
Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such Person 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. 



Section 913. Preferential
Collection of Claims Against Company  



        If
the Trustee shall be or become a creditor of the Company or any other obligor upon the
Securities (other than by reason of a relationship described in Section 311(b) of the
Trust Indenture Act), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such other
obligor. For purposes of Section 311(b) of the Trust Indenture Act: 



		    (a)        the
term "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; 








57











		    (b)        the
term  "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 914. Co-trustees
and Separate Trustees.  



        At
any time or times, for the purpose of meeting the legal requirements of any applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the
written request of the Trustee or of the Holders of at least 33% in principal amount of
the Securities then Outstanding, the Company shall for such purpose join with the Trustee
in the execution and delivery of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly
with the Trustee, or to act as separate trustee, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or Persons, in the
capacity aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Company does not join in such
appointment within 15 days after the receipt by it of a request so to do, or if an Event
of Default shall have occurred and be continuing, the Trustee alone shall have power to
make such appointment. 



        Should
any written instrument or instruments from the Company be required by any co-trustee or
separate trustee so appointed to more fully confirm to such co-trustee or separate trustee
such property, title, right or power, any and all such instruments shall, on request, be
executed, acknowledged and delivered by the Company. 



        Every
co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following conditions: 



		    (a)        the
Securities  shall be  authenticated  and delivered,  and all rights,  powers,  duties and
 obligations          hereunder in respect of the custody of securities,  cash and other
personal  property held by, or required          to be deposited or pledged with, the
Trustee hereunder, shall be exercised solely, by the Trustee; 







		    (b)        the
rights,  powers,  duties and  obligations  hereby  conferred or imposed upon the Trustee
in respect of          any property  covered by such  appointment  shall be conferred or
imposed upon and  exercised or performed          either by the Trustee or by the Trustee
and such  co-trustee  or  separate  trustee  jointly,  as shall be          provided in
the  instrument  appointing  such  co-trustee or separate  trustee,  except to the extent
that          under any law of any  jurisdiction  in which any particular  act is to be
performed,  the Trustee shall be          incompetent  or  unqualified  to  perform  such
act,  in which  event  such  rights,  powers,  duties  and          obligations shall be
exercised and performed by such co-trustee or separate trustee; 







58











		    (c)        the
 Trustee at any time,  by an  instrument  in  writing  executed  by it,  with the
 concurrence  of the          Company,  may accept the resignation of or remove any
co-trustee or separate trustee  appointed under this          Section,  and, if an Event
of Default shall have occurred and be continuing,  the Trustee shall have power
         to accept the resignation of, or remove,  any such co-trustee or separate
 trustee without the concurrence          of the Company.  Upon the written  request of
the Trustee,  the Company shall join with the Trustee in the          execution  and
 delivery  of all  instruments  and  agreements  necessary  or  proper to  effectuate
 such          resignation or removal.  A successor to any  co-trustee or separate
 trustee so resigned or removed may be          appointed in the manner provided in this
Section; 







		    (d)        no
co-trustee or separate  trustee  hereunder shall be personally  liable by reason of any
act or omission          of the Trustee,  or any other such trustee  hereunder,  and the
Trustee shall not be personally  liable by          reason of any act or omission of any
such co-trustee or separate trustee; and 







		    (e)        any
Act of  Holders  delivered  to the  Trustee  shall be  deemed  to have  been  delivered
 to each  such          co-trustee and separate trustee. 







Section 915. Appointment
of Authenticating Agent  



        The
Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of
one or more series, or any Tranche thereof, which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series or Tranche issued upon original
issuance, exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing business under
the laws of the United States, any State or territory 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,
State or other applicable Governmental 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. 




59












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






        An
Authenticating Agent may resign at any time by giving written notice thereof to the
Trustee and to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and to
the Company. Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company. 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, in accordance with, and subject to the provisions of,
Section 907. 



        The
provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent. 



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



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





	Dated:		[Name of Trustee],
as Trustee



By:
——————————————

As Authenticating
Agent



By:
——————————————

Authorized Signatory






60











        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 and in accordance
with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having
an office in a Place of Payment designated by the Company with respect to such series of
Securities. 






ARTICLE TEN 



Holders’ Lists
and Reports by Trustee and Company 



Section 1001. Lists of
Holders 



        Semiannually,
not later than _________ _ and ______ _ in each year, commencing ________ _, ____, and at
such other times as the Trustee may request in writing, the Company shall furnish or cause
to be furnished to the Trustee information as to the names and addresses of the Holders,
and the Trustee shall preserve such information and similar information received by it in
any other capacity and afford to the Holders access to information so preserved by it, all
to such extent, if any, and in such manner as shall be required by the Trust Indenture
Act; provided, however, that no such list need be furnished so long as the Trustee shall
be the Security Registrar. 



Section 1002. Reports by
Trustee and Company  



        Not
later than _________ __ in each year, commencing with the year ____, the Trustee shall
transmit to the Holders, the Commission and each securities exchange upon which any
Securities are listed, a report, dated as of the next preceding _________ __, with respect
to any events and other matters described in Section 313(a) of the Trust Indenture Act, in
such manner and to the extent required by the Trust Indenture Act. The Trustee shall
transmit to the Holders, the Commission and each securities exchange upon which any
Securities are listed, and the Company shall file with the Trustee (within 15 days after
filing with the Commission in the case of reports which pursuant to the Trust Indenture
Act must be filed with the Commission and furnished to the Trustee) and transmit to the
Holders, such other information, reports and other documents, if any, at such times and in
such manner, as shall be required by the Trust Indenture Act. The Company shall notify the
Trustee of the listing of any Securities on any securities exchange and of any delisting
thereof. 



        Delivery
of such reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which
the Trustee is entitled to rely exclusively on Officer’s Certificates). 




61













ARTICLE ELEVEN 



Consolidation, Merger,
Conveyance or Other Transfer 



Section 1101. Company May
Consolidate, etc., Only on Certain Terms  



        The Company
shall not consolidate with or merge into any other corporation or other entity, or convey
or otherwise transfer or lease its properties and assets substantially as an entirety to
any Person, unless 



		    (a)        the
 corporation or other entity 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  Person  validly  existing  under  the  laws  of  its
         jurisdiction of organization,  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  premium,  if any,  and interest  and  Additional  Amounts,  if any, on all
 Outstanding          Securities  and the  performance  of every  covenant  of this
 Indenture  on the part of the Company to be          performed or observed; 







		    (b)        immediately
 after giving  effect to such  transaction,  no Event of Default,  and no event  which,
 after          notice  or  lapse  of time or  both,  would  become  an  Event of
 Default,  shall  have  occurred  and be          continuing; and 







		    (c)        the
Company shall have delivered to the Trustee an Officer's  Certificate and an Opinion of
Counsel,  each          stating that such  consolidation,  merger,  conveyance,  or other
transfer or lease and such  supplemental          indenture  comply with this  Article
and that all  conditions  precedent  herein  provided for relating to          such
transactions have been complied with. 







Section 1102. Successor
Person Substituted  



        Upon
any consolidation by the Company with or merger by the Company into any other corporation
or other entity or any conveyance, or other transfer or lease of the properties and assets
of the Company substantially as an entirety in accordance with Section 1101, the successor
corporation or other entity formed by such consolidation or into which the Company is
merged or the Person 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
Outstanding hereunder. 



Section 1103. Merger into
Company; Certain Transfers  



        Nothing
in this Indenture shall be deemed to prevent or restrict any consolidation or merger after
the consummation of which the Company would be the surviving or resulting entity or any
conveyance or other transfer, or lease of any part of the properties of the Company which
does not constitute the entirety, or substantially the entirety, of the direct assets of
the Company. Nothing in this Indenture shall be deemed to prevent or restrict (i) any
consolidation or merger of any Affiliate of the Company with any other person or entity
(other than with the Company itself in a merger or consolidation not permitted under this
Article Eleven), or (ii) any conveyance or other transfer, or lease, of any part of the
assets of any Affiliate of the Company (other than the assets of the Company itself.) 



62











Section 1104.
Consolidation Defined  



        The
term “consolidation” as used in this Article shall include similar transactions
such as amalgamations and reorganizations. 





ARTICLE TWELVE 



Supplemental Indentures 



Section 1201. Supplemental
Indentures Without Consent of Holders  



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



		    (a)        to
evidence the  succession of another  Person to the Company and the  assumption by any
such successor of          the covenants of the Company herein and in the Securities, all
as provided in Article Eleven; or 







		    (b)        to
evidence the addition of any guarantee for the benefit of the Holders of one or more
 specified  series          of the  Securities,  or the release or  substitution  of any
guarantor in accordance  with the  provisions          hereof or the provisions of the
Securities of the specified series; or 







		    (c)        to
add one or more  covenants  of the  Company or other  provisions  for the benefit of all
Holders or for          the  benefit  of the  Holders  of,  or to remain in  effect  only
so long as there  shall be  Outstanding,          Securities of one or more specified
 series, or one or more specified  Tranches  thereof,  or to surrender          any right
or power herein conferred upon the Company; or 







		    (d)        to
add any  additional  Events of Default  with  respect to all or any  series of
 Securities  Outstanding          hereunder; or 







		    (e)        to
change or eliminate  any  provision of this  Indenture or to add any new  provision to
this  Indenture;          provided,  however,  that if such change,  elimination or
addition shall adversely affect the interests of          the Holders of Securities  of
any series or Tranche  (other than any series the terms of which permit such
         change,  elimination or addition)  Outstanding on the date of such  indenture
 supplemental  hereto in any          material  respect,  such change,  elimination or
addition shall become  effective (i) with respect to such          series or Tranche
 only  pursuant  to the  provisions  of Section  1202 hereof or (ii) when no Security of
         such series or Tranche remains Outstanding; or 








63










		    (f)        to
provide collateral security for all but not part of the Securities; or 







		    (g)        to
establish  the form or terms of  Securities  of any series or Tranche as  contemplated
 by Sections 201          and 301; or 







		    (h)        to
the extent  not  provided  herein or  pursuant  to Section  301,  to  provide  for the
 authentication,          delivery and issuance of bearer securities and coupons
 appertaining  thereto  representing  interest,  if          any,  thereon and for the
procedures for the  registration,  exchange and replacement  thereof and for the
         giving of notice to, and the  solicitation  of the vote or consent  of, the
holders  thereof,  and for any          and all other matters incidental thereto; or 







		    (i)        to
evidence and provide for the  acceptance of  appointment  hereunder by a separate or
successor  Trustee          or  co-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
911(b); or 







		    (j)        to
 provide  for  the  procedures   required  to  permit  the  Company  to  utilize,   at
 its  option,  a          noncertificated system of registration for all, or any series
or Tranche of, the Securities; or 







		    (k)        to
change any place or places where (1) the  principal of and premium,  interest and
 Additional  Amounts,          if any, on all or any series of  Securities,  or any
 Tranche  thereof,  shall be payable,  (2) all or any          series of Securities,  or
any Tranche thereof,  may be surrendered for  registration of transfer,  (3) all
         or any series of Securities,  or any Tranche thereof,  may be surrendered for
exchange and (4) notices and          demands to or upon the  Company in respect of all
or any series of  Securities,  or any  Tranche  thereof,          and this Indenture may
be served; or 







		    (l)        to
cure any  ambiguity,  or to correct or  supplement  any  provision  herein  which may be
 defective  or          inconsistent with any other provision herein. 







Section 1202.
Supplemental Indentures With Consent of Holders  



        With
the consent of the Holders of a majority in aggregate principal amount of the Securities
of all series then Outstanding under this Indenture, considered as one class, by Act of
said Holders delivered to the Company and the Trustee, the Company, when authorized by
Board Resolutions, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or modifying in any manner the rights
of the Holders of Securities of such series under the Indenture; provided, however, that
if there shall be Securities of more than one series Outstanding hereunder and if a
proposed supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such series, then the consent only of the
Holders of a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and provided,
further, that if the Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such Tranches, then the
consent only of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of all Tranches so directly affected, considered as one class, shall be
required; and provided, further, that no such supplemental indenture shall: 




64










		    (a)        change
the Stated  Maturity of the  principal  of, or any  installment  of principal of or
interest on any          Security  (other than pursuant to the terms thereof),  or reduce
the principal  amount thereof or the rate          of  interest  thereon  (or the amount
of any  installment  of  interest  thereon)  or change the method of          calculating
such rate or reduce any premium payable upon the redemption  thereof,  or reduce the
amount of          the principal of a Discount  Security that would be due and payable
upon a declaration of  acceleration of          the  Maturity  thereof  pursuant to
Section 802, or change the coin or currency  (or other  property),  in          which any
 Security or any premium or the  interest  thereon is payable,  or impair the right to
institute          suit for the  enforcement of any such payment on or after the Stated
 Maturity of any Security (or, in the          case of  redemption,  on or after the
 Redemption  Date),  without,  in any such case,  the consent of the          Holder of
such Security, or 







		    (b)        reduce
the  percentage  in principal  amount of the  Outstanding  Securities  of any series or
any Tranche          thereof,  the consent of the  Holders of which is required  for any
such  supplemental  indenture,  or the          consent of the  Holders of which is
 required  for any waiver of  compliance  with any  provision  of this          Indenture
or of any default  hereunder and its  consequences,  or reduce the  requirements of
Section 1304          for quorum or voting,  without, in any such case, the consent of
the Holders of each Outstanding  Security          of such series or Tranche, or 







		    (c)        modify
any of the  provisions of this Section,  Section 607 or Section 813 with respect to the
 Securities          of any series,  or any Tranche  thereof,  except to increase the
percentages in principal  amount referred          to in this Section or such other
 Sections or to provide that 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,  or the
         deletion of this proviso, in accordance with the requirements of Sections
911(b), 914 and 1201(h). 







        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 of one or more Tranches thereof, 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 or Tranche. 



        It
shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. A waiver by a Holder of such Holder’s right to consent
under this Section shall be deemed to be a consent of such Holder. 



65











        Anything
in this Indenture to the contrary notwithstanding, if the Officer’s Certificate,
supplemental indenture or Board Resolution, as the case may be, establishing the
Securities of any series or Tranche shall provide that the Company may make certain
specified additions, changes or eliminations to or from the Indenture which shall be
specified in such Officer’s Certificate, supplemental indenture or Board Resolution
establishing such series or Tranche, (a) the Holders of Securities of such series or
Tranche shall be deemed to have consented to a supplemental indenture containing such
additions, changes or eliminations to or from the Indenture which shall be specified in
such Officer’s Certificate, supplemental indenture or Board Resolution establishing
such series or Tranche, (b) no Act of such Holders shall be required to evidence such
consent and (c) such consent may be counted in the determination of whether or not the
Holders of the requisite principal amount of Securities shall have consented to such
supplemental indenture. 



Section 1203. 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 901) shall be
fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties, immunities or liabilities under this Indenture or
otherwise. 



Section 1204. 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. Any supplemental indenture
permitted by this Article may restate this Indenture in its entirety, and, upon the
execution and delivery thereof, any such restatement shall supersede this Indenture as
theretofore in effect for all purposes. 



Section 1205. Conformity
with Trust Indenture Act. 



        Every
supplemental indenture executed pursuant to this Article shall conform to the requirements
of the Trust Indenture Act as then in effect, if applicable. 



Section 1206. Reference in
Securities to Supplemental Indentures  



        Securities
of any series, or any Tranche thereof, 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, or any Tranche thereof, 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 or Tranche. 



66











Section 1207.
Modification Without Supplemental Indenture  



        If
the terms of any particular series of Securities shall have been established in a Board
Resolution or an Officer’s Certificate as contemplated by Section 301, and not in an
indenture supplemental hereto, additions to, changes in or the elimination of any of such
terms may be effected by means of a supplemental Board Resolution or Officer’s
Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided,
however, that such supplemental Board Resolution or Officer’s Certificate shall not
be accepted by the Trustee or otherwise be effective unless all conditions set forth in
this Indenture which would be required to be satisfied if such additions, changes or
elimination were contained in a supplemental indenture shall have been appropriately
satisfied. Upon the acceptance thereof by the Trustee, any such supplemental Board
Resolution or Officer’s Certificate shall be deemed to be a “supplemental
indenture” for purposes of Sections 1204 and 1205. 





ARTICLE THIRTEEN 



Meetings of Holders;
Action Without Meeting 



Section 1301. Purposes
for Which Meetings May Be Called  



        A
meeting of Holders of Securities of one or more, or all, series, or any Tranche or
Tranches thereof, 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 or taken by Holders of
Securities of such series or Tranches. 



Section 1302. Call,
Notice and Place of Meetings  



		    (a)        The
Trustee may at any time call a meeting of Holders of  Securities of one or more,  or all,
 series,  or          any Tranche or Tranches  thereof,  for any purpose  specified in
Section 1301, to be held at such time and          at such place in the Borough of
 Manhattan,  The City of New York,  as the Trustee  shall  determine,  or,          with
the approval of the Company,  at any other place.  Notice of every such  meeting,
 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)        If
the Trustee  shall have been  requested to call a meeting of the Holders of  Securities
of one or more,          or all, series, or any Tranche or Tranches  thereof,  by the
Company or by the Holders of 33% in aggregate          principal amount of all of such
series and Tranches,  considered as one class,  for any purpose  specified          in
Section 1301, by written  request  setting forth in reasonable  detail the action
 proposed to be taken          at the  meeting,  and the  Trustee  shall not have given
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 and
 Tranches 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,
 or in such other place as shall be  determined  or approved  by the  Company,  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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		    (c)        Any
meeting of Holders of Securities of one or more, or all, series,  or any Tranche or
Tranches  thereof,          shall be valid  without  notice if the Holders of all
 Outstanding  Securities  of such series or Tranches          are present in person or by
proxy and if  representatives  of the Company and the Trustee are present,  or
         if notice is waived in writing  before or after the meeting by the Holders of
all  Outstanding  Securities          of such series, or any Tranche or Tranches
 thereof,  or by such of them as are not present at the meeting          in person or by
proxy, and by the Company and the Trustee. 







Section 1303. Persons
Entitled to Vote at Meetings  



        To
be entitled to vote at any meeting of Holders of Securities of one or more, or all,
series, or any Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more
Outstanding Securities of such series or Tranches, or (b) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more Outstanding
Securities of such series or Tranches by such Holder or Holders. The only Persons who
shall be entitled to attend any meeting of Holders of Securities of any series or Tranche
shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the Company and
its counsel. 



Section 1304. Quorum;
Action  



        The
Persons entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of the series and Tranches with respect to which a meeting shall have been
called as hereinbefore provided, considered as one class, shall constitute a quorum for a
meeting of Holders of Securities of such series and Tranches; provided, however, that if
any action is to be taken at such meeting which this Indenture expressly provides may be
taken by the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series and Tranches, considered as
one class, the Persons entitled to vote such specified percentage in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class, shall
constitute a quorum. In the absence of a quorum within one hour of the time appointed for
any such meeting, the meeting shall, if convened at the request of Holders of Securities
of such series and Tranches, be dissolved. In any other case the meeting may be adjourned
for such period as may be 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 such period as may be determined by
the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as
provided by Section 1305(e), notice of the reconvening of any meeting adjourned for more
than 30 days shall be given as provided in Section 1302(a) not less than 10 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 and Tranches which shall
constitute a quorum. 



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        Except
as limited by Section 1202, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted only by the
affirmative vote of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of the series and Tranches with respect to which such meeting shall
have been called, considered as one class; provided, however, that, except as so limited,
any resolution with respect to any action which this Indenture expressly provides may be
taken by the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series and Tranches, considered as
one class, may be adopted at a meeting or an 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 such series and
Tranches, considered as one class. 



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



Section 1305. Attendance at
Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings  



		    (a)        Attendance
at meetings of Holders of Securities  may be in person or if the  Securities  are in
registered          form by proxy;  and, to the extent  permitted by law, any such proxy
shall remain in effect and be binding          upon  any  future  Holder  of the
 Securities  with  respect  to  which  it was  given  unless  and  until
         specifically revoked by the Holder or future Holder of such Securities before
being voted. 







		    (b)        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  in regard to proof of the holding of          such  Securities  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 it  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. 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. 







		    (c)        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 as  provided  in Section  1302(b),  in which          case the Company or the
Holders of  Securities  of the series and  Tranches  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          aggregate  principal
 amount of the Outstanding  Securities of all series and Tranches  represented at the
         meeting, considered as one class. 







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		    (d)        At
any  meeting  each  Holder  or proxy  shall be  entitled  to one vote for each $1
 principal  amount of          Securities  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 or proxy. 







		    (e)        Any
meeting duly called  pursuant to Section 1302 at which a quorum is present may be
adjourned  from time          to  time by  Persons  entitled  to vote a  majority  in
 aggregate  principal  amount  of the  Outstanding          Securities  of all series and
 Tranches  represented  at the  meeting,  considered  as one class;  and the
         meeting may be held as so adjourned without further notice. 







Section 1306. Counting Votes and
Recording Action of Meetings  



        The
vote upon any resolution submitted to any meeting of Holders shall be by written ballots
on which shall be subscribed the signatures of the Holders or of their representatives by
proxy and the principal amounts and serial numbers of the Outstanding Securities, of the
series and Tranches with respect to which the meeting shall have been called, 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 of
all votes cast at the meeting. A record of the proceedings of each meeting of Holders
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
1302 and, if applicable, Section 1304. 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. 



Section 1307. Action
Without Meeting  



        In
lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any
request, demand, authorization, direction, notice, consent, waiver or other action may be
made, given or taken by Holders by written instruments as provided in Section 104. 






ARTICLE FOURTEEN 



Immunity of
Incorporators, Stockholders, Officers and Directors 



Section 1401. Liability
Solely Corporate  



        No
recourse shall be had for the payment of the principal of or premium, if any, or interest
or Additional Amounts, if any, on any Securities, or any part thereof, or for any claim
based thereon or otherwise in respect thereof, or of the indebtedness represented thereby,
or upon any obligation, covenant or agreement under this Indenture, against any past,
present or future incorporator, shareholder, member, limited partner, stockholder,
officer, manager or director, as such, of the Company or any predecessor or successor of
the Company, either directly or indirectly, whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Indenture and all the
Securities are solely obligations of the Company, and that no personal liability
whatsoever shall attach to, or be incurred by, any past, present or future incorporator,
shareholder, member, limited partner, stockholder, officer, manager or director of the
Company or any predecessor or successor of the Company, either directly or indirectly,
because of the indebtedness hereby authorized or under or by reason of any of the
obligations, covenants or agreements contained in this Indenture or in any of the
Securities or to be implied herefrom or therefrom, and that any such personal liability is
hereby expressly waived and released as a condition of, and as part of the consideration
for, the execution of this Indenture and the issuance of the Securities. 




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ARTICLE FIFTEEN



Subordination of
Securities 



Section 1501. Securities
Subordinate to Senior Indebtedness. 



        The
Company, for itself, its successors and assigns, covenants and agrees, and each Holder of
the Securities of each series, by its acceptance thereof, likewise covenants and agrees,
that the payment of the principal of and premium, if any, and interest, if any, and
Additional Amounts, if any, on each and all of the Securities is hereby expressly
subordinated and junior, to the extent and in the manner set forth in this Article, in
right of payment to the prior payment in full of all Senior Indebtedness. 



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



Section 1502. Payment
Over of Proceeds of Securities. 



        In
the event (a) of any insolvency or bankruptcy proceedings or any receivership,
liquidation, reorganization or other similar proceedings in respect of the Company or a
substantial part of its property, or of any proceedings for liquidation, dissolution or
other winding up of the Company, whether or not involving insolvency or bankruptcy, or (b)
subject to the provisions of Section 1503, that (i) a default shall have occurred with
respect to the payment of principal of or interest on or other monetary amounts due and
payable on any Senior Indebtedness, or (ii) there shall have occurred a default (other
than a default in the payment of principal or interest or other monetary amounts due and
payable) in respect of any Senior Indebtedness, as defined therein or in the instrument
under which the same is outstanding, permitting the holder or holders thereof to
accelerate the maturity thereof (with notice or lapse of time, or both), and such default
shall have continued beyond the period of grace, if any, in respect thereof, and, in the
cases of subclauses (i) and (ii) of this clause (b), such default shall not have been
cured or waived or shall not have ceased to exist, or (c) that the principal of and
accrued interest on the Securities of any series shall have been declared due and payable
pursuant to Section 801 and such declaration shall not have been rescinded and annulled as
provided in Section 802, then: 



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          		    (1)       
               the holders of all Senior Indebtedness shall first be entitled to receive
               payment of the full amount due thereon, or provision shall be made for such
               payment in money or money’s worth, before the Holders of any of the
               Securities are entitled to receive a payment on account of the principal of or
               interest on the indebtedness evidenced by the Securities, including, without
               limitation, any payments made pursuant to Articles Four and Five; 



               



          		    (2)       
               any payment by, or distribution of assets of, the Company of any kind or
               character, whether in cash, property or securities, to which any Holder or the
               Trustee would be entitled except for the provisions of this Article, shall be
               paid or delivered by the person making such payment or distribution, whether a
               trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
               to the holders of such Senior Indebtedness or their representative or
               representatives or to the trustee or trustees under any indenture under which
               any instruments evidencing any of such Senior Indebtedness may have been issued,
               ratably according to the aggregate amounts remaining unpaid on account of such
               Senior Indebtedness held or represented by each, to the extent necessary to make
               payment in full of all Senior Indebtedness remaining unpaid after giving effect
               to any concurrent payment or distribution (or provision therefor) to the holders
               of such Senior Indebtedness, before any payment or distribution is made to the
               Holders of the indebtedness evidenced by the Securities or to the Trustee under
               this Indenture; and 



               



          		    (3)       
               in the event that, notwithstanding the foregoing, any payment by, or
               distribution of assets of, the Company of any kind or character, whether in
               cash, property or securities, in respect of principal of or interest on the
               Securities or in connection with any repurchase by the Company of the
               Securities, shall be received by the Trustee or any Holder before all Senior
               Indebtedness is paid in full, or provision is made for such payment in money or
               money’s worth, such payment or distribution in respect of principal of or
               interest on the Securities or in connection with any repurchase by the Company
               of the Securities shall be paid over to the holders of such Senior Indebtedness
               or their representative or representatives or to the trustee or trustees under
               any indenture under which any instruments evidencing any such Senior
               Indebtedness may have been issued, ratably as aforesaid, for application to the
               payment of all Senior Indebtedness remaining unpaid until all such Senior
               Indebtedness shall have been paid in full, after giving effect to any concurrent
               payment or distribution (or provision therefor) to the holders of such Senior
               Indebtedness. 



               



        Notwithstanding
the foregoing, at any time after the 123rd day following the date of deposit of cash or
Government Obligations pursuant to Section 701 (provided all conditions set out in such
Section shall have been satisfied), the funds so deposited and any interest thereon will
not be subject to any rights of holders of Senior Indebtedness including, without
limitation, those arising under this Article Sixteen; provided that no event described in
clauses (d) and (e) of Section 801 with respect to the Company has occurred during such
123-day period. 



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        For
purposes of this Article only, the words “cash, property or securities” shall
not be deemed to include shares of stock of the Company as reorganized or readjusted, or
securities of the Company or any other corporation provided for by a plan or
reorganization or readjustment which are subordinate in right of payment to all Senior
Indebtedness which may at the time be outstanding to the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another corporation
or the liquidation or dissolution of the Company following the conveyance or transfer of
its property as an entirety, or substantially as an entirety, to another corporation upon
the terms and conditions provided for in Article Eleven hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this Section
1502 if such other corporation shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article Eleven hereof. Nothing in
Section 1501 or in this Section 1502 shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 907. 



Section 1503. Disputes
with Holders of Certain Senior Indebtedness. 



        Any
failure by the Company to make any payment on or perform any other obligation in respect
of Senior Indebtedness, other than any indebtedness incurred by the Company or assumed or
guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral,
renewal, extension or refunding thereof) or any other obligation as to which the
provisions of this Section shall have been waived by the Company in the instrument or
instruments by which the Company incurred, assumed, guaranteed or otherwise created such
indebtedness or obligation, shall not be deemed a default under clause (b) of
Section 1502 if (i) the Company shall be disputing its obligation to make such
payment or perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Company which is in full force and effect and
is not subject to further review, including a judgment that has become final by reason of
the expiration of the time within which a party may seek further appeal or review, or (B)
in the event that a judgment that is subject to further review or appeal has been issued,
the Company shall in good faith be prosecuting an appeal or other proceeding for review
and a stay or execution shall have been obtained pending such appeal or review. 



Section 1504.
Subrogation. 



        Senior
Indebtedness shall not be deemed to have been paid in full unless the holders thereof
shall have received cash (or securities or other property satisfactory to such holders) in
full payment of such Senior Indebtedness then outstanding. Subject to the prior payment in
full of all Senior Indebtedness, the rights of the Holders of the Securities shall be
subrogated to the rights of the holders of Senior Indebtedness to receive any further
payments or distributions of cash, property or securities of the Company applicable to the
holders of the Senior Indebtedness until all amounts owing on the Securities shall be paid
in full; and such payments or distributions of cash, property or securities received by
the Holders of the Securities, by reason of such subrogation, which otherwise would be
paid or distributed to the holders of such Senior Indebtedness shall, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the Holders, be
deemed to be a payment by the Company to or on account of Senior Indebtedness, it being
understood that the provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders, on the one hand, and the holders of the
Senior Indebtedness, on the other hand. 




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Section 1505. Obligation
of the Company Unconditional. 



        Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is intended
to or shall impair, as among the Company, its creditors other than the holders of Senior
Indebtedness and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the Securities as
and when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders and creditors of the
Company other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if any, under
this Article of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy. 



        Upon
any payment or distribution of assets or securities of the Company referred to in this
Article, the Trustee and the Holders shall be entitled to rely upon any order or decree of
a court of competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon, and all other facts pertinent thereto or to this
Article. 



Section 1506. Priority
of Senior Indebtedness Upon Maturity. 



        Upon
the maturity of the principal of any Senior Indebtedness by lapse of time, acceleration or
otherwise, all matured principal of Senior Indebtedness and interest and premium, if any,
thereon shall first be paid in full before any payment of principal or premium, if any, or
interest, if any, is made upon the Securities or before any Securities can be acquired by
the Company or any sinking fund payment is made with respect to the Securities (except
that required sinking fund payments may be reduced by Securities acquired before such
maturity of such Senior Indebtedness). 



Section 1507. Trustee as
Holder of Senior Indebtedness. 



        The
Trustee shall be entitled to all rights set forth in this Article with respect to any
Senior Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness. Nothing in this Article shall deprive the Trustee of any of its
rights as such holder. 



74










Section 1508. Notice to
Trustee to Effectuate Subordination. 



        Notwithstanding
the provisions of this Article or any other provision of the Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit the
making of any payment of moneys to or by the Trustee unless and until the Trustee shall
have received written notice thereof from the Company, from a Holder or from a holder of
any Senior Indebtedness or from any representative or representatives of such holder and,
prior to the receipt of any such written notice, the Trustee shall be entitled, subject to
Section 901, in all respects to assume that no such facts exist; provided, however,
that, if prior to the fifth Business Day preceding the date upon which by the terms hereof
any such moneys may become payable for any purpose, or in the event of the execution of an
instrument pursuant to Section 702 acknowledging satisfaction and discharge of this
Indenture, then if prior to the second Business Day preceding the date of such execution,
the Trustee shall not have received with respect to such moneys the notice provided for in
this Section, then, anything herein contained to the contrary notwithstanding, the Trustee
may, in its discretion, receive such moneys and/or apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary, which may be
received by it on or after such date; provided, however, that no such application shall
affect the obligations under this Article of the persons receiving such moneys from the
Trustee. 



Section 1509.
Modification, Extension, etc. of Senior Indebtedness. 



        The
holders of Senior Indebtedness may, without affecting in any manner the subordination of
the payment of the principal of and premium, if any, and interest, if any, on the
Securities, at any time or from time to time and in their absolute discretion, agree with
the Company to change the manner, place or terms of payment, change or extend the time of
payment of, or renew or alter, any Senior Indebtedness, or amend or supplement any
instrument pursuant to which any Senior Indebtedness is issued, or exercise or refrain
from exercising any other of their rights under the Senior Indebtedness including, without
limitation, the waiver of default thereunder, all without notice to or assent from the
Holders or the Trustee. 



Section 1510. Trustee Has No Fiduciary Duty to Holders
of Senior Indebtedness.



        With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to
observe only such of its covenants and objectives as are specifically set forth in this
Indenture, and no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not
be liable to any such holders if it shall mistakenly pay over or deliver to the Holders or
the Company or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise. 



Section 1511. Paying
Agents Other Than the Trustee. 



        In
case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article
shall in such case (unless the context shall otherwise require) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in place of
the Trustee; provided, however, that Sections 1507, 1508 and 1510 shall not apply to the
Company if it acts as Paying Agent. 



75










Section 1512. Rights of
Holders of Senior Indebtedness Not Impaired. 



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



Section 1513. Effect of
Subordination Provisions; Termination. 



        Notwithstanding
anything contained herein to the contrary, other than as provided in the immediately
succeeding sentence, all the provisions of this Indenture shall be subject to the
provisions of this Article, so far as the same may be applicable thereto. 



        Notwithstanding
anything contained herein to the contrary, the provisions of this Article Sixteen shall be
of no further effect, and the Securities shall no longer be subordinated in right of
payment to the prior payment of Senior Indebtedness, if the Company shall have delivered
to the Trustee a notice to such effect. Any such notice delivered by the Company shall not
be deemed to be a supplemental indenture for purposes of Article Twelve. 







        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. 




76











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





			 AMPAL-AMERICAN ISRAEL CORPORATION



By:
——————————————

Name:
Title:




—————————————— ’

as Trustee




By:
——————————————

Name:
Title:








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