SENIOR DEBT SECURITIES INDENTURE

Indenture Agreement

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VASCULAR SOLUTIONS, INC

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Title: SENIOR DEBT SECURITIES INDENTURE
Governing Law: Minnesota Date: 7/29/2005
Industry: Medical Equipment and Supplies Sector: Healthcare

Exhibit 4.5

VASCULAR SOLUTIONS, INC.

----------------------------------------

as Trustee

SENIOR DEBT SECURITIES

INDENTURE

Dated as of __________________, ____

<PAGE>

VASCULAR SOLUTIONS, INC.

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of __________________, ____

CROSS-REFERENCE TABLE*

TRUST INDENTURE

ACT SECTION INDENTURE SECTION

----------- -----------------

310(a)(1) ...................................... 812

(a)(2) ...................................... 812

(a)(3) ...................................... N.A.

(a)(4) ...................................... N.A.

(a)(5) ...................................... 812

(b) ...................................... 809; 812

311(a) ...................................... 813

(b) ...................................... 813

312(a) ...................................... 806

(b) ...................................... 109

313(a) ...................................... 807

(b)(1) ...................................... N.A.

(b)(2) ...................................... 807

(d) ...................................... 807

314(a) ...................................... 504

(b) ...................................... N.A.

(c)(1) ...................................... 104

(c)(2) ...................................... 104

(c)(3) ...................................... N.A.

(d) ...................................... N.A.

(e) ...................................... 104

(f) ...................................... N.A.

315(a) ...................................... 801

(b) ...................................... 805

(d) ...................................... 705; 801

(e) ...................................... 711

316(a)(last ...................................... 101

sentence)

(a)(1)(A) ...................................... 705

(a)(1)(B) ...................................... 704

(a)(2) ...................................... N.A.

(b) ...................................... 707

317(a)(1) ...................................... 708

(a)(2) ...................................... 709

<PAGE>

(b) ...................................... 503

318(a) ...................................... 1301

(b) ...................................... N.A.

N.A. means not applicable.

Note: This reconciliation and tie shall not, for any purpose,

be deemed to be part of the Indenture.

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE..........................1

Section 101. Definitions............................................1

Section 102. Other Definitions......................................6

Section 103. Incorporation by Reference of TIA......................7

Section 104. Compliance Certificates and Opinions...................7

Section 105. Form of Documents Delivered to Trustee.................8

Section 106. Acts of Holders........................................8

Section 107. Notices, Etc., to Trustee and Company.................10

Section 108. Notice to Holders; Waiver.............................11

Section 109. Communication by Holders with Other Holders...........11

Section 110. Rules of Construction.................................11

ARTICLE II. SECURITY FORMS....................................................12

Section 201. Forms Generally.......................................12

Section 202. Form of Trustee's Certificate of Authentication.......12

Section 203. Form of Legend for Global Securities..................12

ARTICLE III. THE SECURITIES...................................................13

Section 301. Amount Unlimited; Issuable in Series..................13

Section 302. Denominations.........................................15

Section 303. Execution, Authentication, Delivery and Dating........16

Section 304. Temporary Securities..................................18

Section 305. Registration, Registration of Transfer and Exchange...18

Section 306. Mutilated, Destroyed, Lost and Stolen Securities......20

Section 307. Payment of Interest; Interest Rights Preserved........21

Section 308. Persons Deemed Owners.................................22

Section 309. Cancellation..........................................22

Section 310. Computation of Interest...............................23

Section 311. CUSIP Number..........................................23

ARTICLE IV. REDEMPTION OF SECURITIES..........................................23

Section 401. Applicability of Article..............................23

Section 402. Notices to Trustee....................................23

Section 403. Selection of Securities to Be Redeemed................24

Section 404. Notice of Redemption..................................24

Section 405. Effect of Notice of Redemption........................25

Section 406. Deposit of Redemption Price...........................25

Section 407. Securities Payable on Redemption Date.................25

Section 408. Securities Redeemed in Part...........................26

iii

<PAGE>

ARTICLE V. COVENANTS..........................................................26

Section 501. Payment of Principal, Premium and Interest............26

Section 502. Maintenance of Office or Agency.......................27

Section 503. Money for Securities Payments to Be Held in Trust.....27

Section 504. Commission Reports....................................28

Section 505. Compliance Certificate................................29

Section 506. Taxes.................................................30

Section 507. Stay, Extension and Usury Laws........................30

Section 508. Corporate Existence...................................30

Section 509. Calculation of Original Issue Discount................30

Section 510. Waiver of Certain Covenants...........................30

ARTICLE VI. SUCCESSORS........................................................31

Section 601. Limitations On Mergers, Consolidations or

Sales of Assets.......................................31

Section 602. Successor Corporation Substituted.....................31

ARTICLE VII. DEFAULTS AND REMEDIES............................................32

Section 701. Events of Default.....................................32

Section 702. Acceleration..........................................33

Section 703. Other Remedies........................................34

Section 704. Waiver of Past Defaults...............................34

Section 705. Control by Majority...................................34

Section 706. Limitation on Suits...................................35

Section 707. Rights of Holders to Receive Payment..................35

Section 708. Collection Suit by Trustee............................35

Section 709. Trustee May File Proofs of Claim......................36

Section 710. Priorities............................................36

Section 711. Undertaking for Costs.................................37

ARTICLE VIII. TRUSTEE.........................................................37

Section 801. Duties of Trustee.....................................37

Section 802. Rights of Trustee.....................................38

Section 803. Individual Rights of Trustee..........................39

Section 804. Trustee's Disclaimer..................................39

Section 805. Notice of Defaults....................................39

Section 806. Preservation of Information...........................39

Section 807. Reports by Trustee to Holders.........................39

Section 808. Compensation and Indemnity............................40

Section 809. Resignation and Removal; Appointment of Successor.....40

Section 810. Acceptance of Appointment by Successor................42

Section 811. Merger, Conversion, Consolidation or

Succession to Business................................43

Section 812. Eligibility; Disqualification.........................43

Section 813. Preferential Collection of Claims Against Company.....44

<PAGE>

Section 814. Appointment of Authenticating Agent...................44

Section 815. Trustee's Application for Instructions

from the Company......................................45

ARTICLE IX. DISCHARGE OF INDENTURE............................................46

Section 901. Defeasance and Discharge of this Indenture

and the Securities....................................46

Section 902. Legal Defeasance and Discharge........................46

Section 903. Covenant Defeasance...................................46

Section 904. Conditions to Legal or Covenant Defeasance............47

Section 905. Deposited Money and Government Securities

to be Held in Trust; Other Miscellaneous

Provisions............................................48

Section 906. Repayment to Company..................................49

Section 907. Reinstatement.........................................49

ARTICLE X. AMENDMENT, SUPPLEMENT AND WAIVER...................................50

Section 1001. Without Consent of Holders............................50

Section 1002. With Consent of Holders...............................51

Section 1003. Execution of Supplemental Indentures..................52

Section 1004. Effect of Supplemental Indentures.....................52

Section 1005. Compliance with TIA...................................52

Section 1006. Revocation and Effect of Consents.....................52

Section 1007. Reference in Securities to Supplemental Indentures....53

Section 1008. Notice of Supplemental Indentures.....................53

ARTICLE XI. SINKING FUNDS.....................................................53

Section 1101. Applicability of Article..............................53

Section 1102. Satisfaction of Sinking Fund

Payments with Securities..............................53

Section 1103. Redemption of Securities for Sinking Fund.............54

ARTICLE XII. REPURCHASE OF SECURITIES AT OPTION OF HOLDERS....................54

Section 1201. Applicability of Article..............................54

Section 1202. Notice of Repurchase Date.............................54

Section 1203. Deposit of Repurchase Price...........................55

Section 1204. Securities Payable on Repurchase Date.................55

Section 1205. Securities Repurchased in Part........................56

ARTICLE XIII. MISCELLANEOUS...................................................56

Section 1301. TIA Controls..........................................56

Section 1302. Rules by Trustee and Agents...........................56

Section 1303. Legal Holidays........................................56

Section 1304. No Personal Liability of Directors, Officers,

Employees and Stockholders............................57

Section 1305. Governing Law.........................................57

Section 1306. No Adverse Interpretation of Other Agreements.........57

<PAGE>

Section 1307. Successors............................................57

Section 1308. Severability..........................................57

Section 1309. Benefits of Indenture.................................57

Section 1310. Counterpart Originals.................................57

Section 1311. Table of Contents, Headings, etc......................58

<PAGE>

INDENTURE, dated as of __________________, ____, between VASCULAR

SOLUTIONS, INC., a corporation duly incorporated and existing under the laws of

the State of Minnesota (herein called the "COMPANY"), having its principal

office at 6464 Sycamore Court, Minneapolis, Minnesota 55369, and

_____________________________________________, a _______________________, as

Trustee (herein called the "TRUSTEE"), having its principal corporate trust

office at ________________________________________.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this

Indenture to provide for the issuance from time to time of its notes or other

evidences of indebtedness (herein called the "SECURITIES"), to be issued in one

or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the

Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the

Securities by the Holders thereof, it is mutually covenanted and agreed, for the

equal and proportionate benefit of all Holders of the Securities or of series

thereof (including holders from time to time of the Securities of any series

held through a Holder which is a Depositary (as defined herein)), as follows:

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 101. DEFINITIONS.

"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 purposes of this definition, "control"

(including, with correlative meanings, the terms "controlling," "controlled by"

and "under common control with"), as used with respect to any Person, shall mean

the possession, directly or indirectly, of the power to direct or cause the

direction of the management or policies of such Person, whether through the

ownership of voting securities, by agreement or otherwise.

"AGENT" means any Authenticating Agent, Security Registrar, Paying

Agent or co-registrar.

"BOARD OF DIRECTORS" means the Board of Directors of the Company or any

duly authorized (generally or in any particular respect) committee appointed by

that board.

"BOARD RESOLUTION" means a copy of a resolution certified by the

Secretary or an Assistant Secretary of the Company to have been duly adopted by

the Board of Directors and to be in full force and effect on the date of such

certification. Where any provision of this Indenture refers to action to be

taken pursuant to a Board Resolution (including establishment of any series of

the Securities and the forms and terms thereof), such action may be taken by

<PAGE>

any committee, officer or employee of the Company authorized to take such

action (generally or in any particular respect) by a Board Resolution.

"BUSINESS DAY" means any day other than a Legal Holiday.

"CAPITAL STOCK" means (i) in the case of a corporation, corporate stock

without limitation, common stock and preferred stock, (ii) in the case of an

association or business entity, any and all shares, interests, participations,

rights or other equivalents (however designated) of corporate stock, (iii) in

the case of a partnership, partnership interests (whether general or limited)

and (iv) any other interest or participation that confers on a Person the right

to receive a share of the profits and losses of, or distributions of assets of,

the issuing Person.

"COMMISSION" means the Securities and Exchange Commission.

"COMMON STOCK" means the common stock, par value $.01 per share, of the

Company.

"COMPANY" means the Person named as the "Company" in the first

paragraph of this instrument, as obligor under the Securities, unless and until

a successor replaces the Company in accordance with Article 6 hereof and

thereafter means such successor.

"COMPANY REQUEST" or "COMPANY ORDER" means a written request or order

signed in the name of the Company by its its President, its Chief Executive

Officer, its Chief Financial Officer, an Executive or Senior Vice President, its

Secretary or an Assistant Secretary, or by any other officer of the Company

authorized to sign by a Board Resolution, 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 at the date of original execution of the Indenture is

_______________________________________________________.

"DEFAULT" means any event that is or with the passage of time or the

giving of notice or both would be an Event of Default.

"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 or any successor clearing agency

registered under the Exchange Act as contemplated by Section 305, and if at any

time there is more than one such Person, "Depositary" as used with respect to

the Securities of any series shall mean the Depositary with respect to the

Securities of such series.

"DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by

the terms of any security into which it is convertible or for which it is

exchangeable), or upon the happening of any event, matures or is mandatorily

redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at

the option of the Holder thereof, in whole or in part, on or prior to the date

that is 91 days after the date on which the Securities of any series then

outstanding mature.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

<PAGE>

"GAAP" means generally accepted accounting principles set forth in the

opinions and pronouncements of the Accounting Principles Board of the American

Institute of Certified Public Accountants and statements and pronouncements of

the Financial Accounting Standards Board or in such other statements by such

other entity as have been approved by a significant segment of the accounting

profession in the United States, which are in effect from time to time.

"GLOBAL SECURITY" means a Security bearing the legend specified in

Section 203 evidencing all or part of a series of Securities, issued to the

Depositary for such series or its nominee, and registered in the name of such

Depositary or nominee.

"GOVERNMENT SECURITIES" means securities issued or directly and fully

guaranteed or insured by the United States government or any agency or

instrumentality thereof.

"HOLDER" means a Person in whose name a Security is registered.

"INDEBTEDNESS" means any indebtedness for money borrowed.

"INDENTURE" means this instrument as originally executed or as it may

from time to time be supplemented or amended by one or more indentures

supplemental hereto entered into pursuant to the applicable provisions hereof

and shall include the terms of particular series of Securities established as

contemplated by Section 301; provided, however, that, if at any time more than

one Person is acting as Trustee under this instrument due to the appointment of

one or more separate Trustees for any one or more separate series of Securities

pursuant to Section 809(e), "Indenture" shall mean, with respect to such series

of Securities for which any such Person is Trustee, this instrument as

originally executed or as it may from time to time be supplemented or amended by

one or more indentures supplemental hereto entered into pursuant to the

applicable provisions hereof and shall include the terms of particular series of

Securities for which such Person is Trustee established as contemplated by

Section 301, exclusive, however, of any provisions or terms which relate solely

to other series of Securities for which such Person is not Trustee, regardless

of when such terms or provisions were adopted, and exclusive of any provisions

or terms adopted by means of one or more indentures supplemental hereto executed

and delivered after such Person had become such Trustee but to which such

Person, as such Trustee, was not a party.

"INTEREST," when used with respect to an Original Issue Discount

Security which by its terms bears interest only after Maturity, means interest

payable after Maturity.

"INTEREST PAYMENT DATE," when used with respect to any Security, means

the Stated Maturity of an installment of interest on such Security.

"LIEN" means any mortgage, lien, pledge, charge, security interest or

encumbrance of any kind.

"MATURITY," when used with respect to any Security, means the date on

which the principal of such Security or an installment of principal becomes due

and payable as therein or herein provided, whether at the Stated Maturity or by

declaration of acceleration, call for redemption or otherwise.

<PAGE>

"OFFICERS" means the President, the Chief Executive Officer, the Chief

Financial Officer, the Secretary, any Assistant Secretary and any Vice President

of the Company or any Subsidiary, as the case may be.

"OFFICERS' CERTIFICATE" means a certificate signed by the President,

the Chief Executive Officer, the Chief Financial Officer, an Executive or Senior

Vice President, and by the Secretary or an Assistant Secretary of the Company,

and delivered to the Trustee.

"OPINION OF COUNSEL" means an opinion from legal counsel who is

reasonably acceptable to the Trustee. The counsel may be an employee of or

counsel to the Company, any Subsidiary or the Trustee.

"ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides

for an amount less than the principal amount thereof to be due and payable upon

a declaration of acceleration of the Maturity thereof pursuant to Section 702.

"OUTSTANDING," when used with respect to Securities, means, as of the

date of determination, all Securities theretofore authenticated and delivered

under this Indenture, except:

(i) Securities theretofore canceled by the Trustee or delivered

to the Trustee for cancellation;

(ii) Securities for the payment or redemption of which money in

the necessary amount has been theretofore deposited with the Trustee

or any Paying Agent (other than the Company) in trust or set aside and

segregated in trust by the Company (if the Company shall act as its

own Paying Agent) for the Holders of such Securities; provided that,

if such Securities are to be redeemed, notice of such redemption has

been duly given pursuant to this Indenture or provision therefor

satisfactory to the Trustee has been made; and

(iii) Securities which have been paid pursuant to Section 306 or

in exchange for or in lieu of which other Securities have been

authenticated and delivered pursuant to this Indenture, other than any

such Securities in respect of which there shall have been presented to

the Trustee proof satisfactory to it that such Securities are held by

a bona fide purchaser in whose hands such Securities are valid

obligations of the Company;

provided, however, that in determining whether the Holders of the requisite

principal amount of the Outstanding Securities have given any request, demand,

authorization, direction, notice, consent or waiver hereunder or whether a

quorum is present at a meeting of Holders of Securities, (i) the principal

amount of an Original Issue Discount Security that shall be deemed to be

Outstanding shall be the amount of the principal thereof that would be due and

payable as of the date of such determination upon acceleration of the Maturity

thereof pursuant to Section 702, and (ii) Securities owned by the Company or any

other obligor upon the Securities or any Affiliate of the Company or of such

other obligor shall be disregarded and deemed not to be Outstanding, except

that, in determining whether the Trustee shall be protected in relying upon any

such request, demand, authorization, direction, notice, consent or waiver, only

Securities which a Responsible Officer of the Trustee actually knows to be so

owned shall be so disregarded. Securities so owned which have been pledged in

good faith may be regarded as

<PAGE>

Outstanding if the pledgee establishes to the satisfaction of the

Trustee the pledgee's right so to act with respect to such Securities and that

the pledgee is not the Company or any other obligor upon the Securities or any

Affiliate of the Company or of such other obligor.

"PAYING AGENT" means any Person authorized by the Company to pay the

principal of (and premium, if any) and/or interest on any Securities on behalf

of the Company.

"PERIODIC OFFERING" means an offering of Securities of a series from

time to time the specific terms of which Securities, including without

limitation the rate or rates of interest (or formula for determining 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 upon the issuance of such Securities.

"PERSON" means any individual, corporation, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization (including

any subdivision or ongoing business of any such entity or substantially all of

the assets of any such entity, subdivision or business).

"PLACE OF PAYMENT," when used with respect to the Securities of any

series, means the place or places where the principal of (and premium, if any)

and/or interest on the Securities of that series are payable.

"PREDECESSOR SECURITY" of any particular Security means every previous

Security evidencing all or a portion of the same debt as that evidenced by such

particular Security, and, for the purposes of this definition, any Security

authenticated and delivered under Section 306 in exchange for or in lieu of a

mutilated, destroyed, lost or stolen Security shall be deemed to evidence the

same debt as the mutilated, destroyed, lost or stolen Security.

"REDEMPTION DATE," when used with respect to any Security or portion

thereof to be redeemed, means the date fixed for such redemption pursuant to

this Indenture.

"REDEMPTION PRICE," when used with respect to any Security or portion

thereof to be redeemed, means the price at which it is to be redeemed pursuant

to this Indenture.

"REGULAR RECORD DATE" for the interest payable on any Interest Payment

Date on the Securities of any series means the date specified for that purpose

as contemplated by Section 301.

"REPURCHASE DATE," when used with respect to any Security or portion

thereof to be repurchased, means the date fixed for such repurchase pursuant to

this Indenture.

"REPURCHASE PRICE," when used with respect to any Security or portion

thereof to be repurchased, means the price at which it is to be repurchased

pursuant to this Indenture.

"RESPONSIBLE OFFICER," shall mean, when used with respect to the

Trustee, any officer within the corporate trust department of the Trustee,

including any vice president, assistant vice president, assistant secretary,

assistant treasurer, trust officer or any other officer of the Trustee who

customarily performs functions similar to those performed by the Persons who at

the time

<PAGE>

shall be such officers, respectively, or to whom any corporate trust matter is

referred because of such person's knowledge of and familiarity with the

particular subject and who shall have direct responsibility for the

administration of this Indenture.

"SECURITIES" has the meaning stated in the first recital of this

Indenture and more particularly means any Securities authenticated and delivered

under this Indenture; provided, however, that if at any time there is more than

one Person acting as Trustee under this Indenture, "Securities" with respect to

the Indenture as to which such Person is Trustee shall have the meaning stated

in the first recital of this Indenture and shall more particularly mean

Securities authenticated and delivered under this Indenture, exclusive, however,

of Securities of any series as to which such Person is not Trustee.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective

meanings specified in Section 305.

"STATED MATURITY," when used with respect to any Security or any

installment of principal thereof or interest thereon, means the date specified

in such Security as the fixed date on which the principal of such Security or

such installment of principal or interest is due and payable.

"SUBSIDIARY" means, with respect to any Person, (i) any corporation,

association or other business entity of which more than 50% of the total voting

power of shares of Capital Stock entitled (without regard to the occurrence of

any contingency) to vote in the election of directors, managers or trustees

thereof is at the time owned or controlled, directly or indirectly, by such

Person or one or more of the other Subsidiaries of that Person (or a combination

thereof) and (ii) any partnership (a) the sole general partner or the managing

general partner of which is such Person or a Subsidiary of such Person or (b)

the only general partners of which are such Person or of one or more

Subsidiaries of such Person (or any combination thereof).

"TIA" means the Trust Indenture Act of 1939, as amended, as in effect

on the date on which this Indenture is qualified under the TIA.

"TRUSTEE" means the Person named as the "Trustee" in the first

paragraph of this instrument until a successor Trustee shall have become such

pursuant to the applicable provisions of this Indenture, and thereafter

"Trustee" shall mean or include each Person who is then a Trustee hereunder, and

if at any time there is more than one such Person, "Trustee" as used with

respect to the Securities of any series shall mean the Trustee with respect to

Securities of that series.

Section 102. OTHER DEFINITIONS.

TERM DEFINED IN SECTION

"BANKRUPTCY LAW" 701

"COVENANT DEFEASANCE" 903

"CUSTODIAN" 701

<PAGE>

"EVENT OF DEFAULT" 701

"LEGAL DEFEASANCE" 902

"LEGAL HOLIDAY" 1303

"NOTICE OF DEFAULT" 701

Section 103. INCORPORATION BY REFERENCE OF TIA.

Whenever this Indenture refers to a provision of the TIA, the provision

is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following

meanings:

"INDENTURE SECURITIES" means the Securities;

"INDENTURE SECURITY HOLDER" means a Holder;

"INDENTURE TO BE QUALIFIED" means this Indenture;

"INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee;

"OBLIGOR" on the Securities means the Company and any successor obligor

upon the Securities.

All other terms used in this Indenture that are defined by the

TIA, defined by TIA reference to another statute or defined by Commission rule

under the TIA have the meanings so assigned to them.

Section 104. COMPLIANCE CERTIFICATES AND OPINIONS.

Upon any application or request by the Company to the Trustee to take

any action under any provision of this Indenture, the Company shall furnish to

the Trustee an Officers' Certificate stating that all conditions precedent, if

any, provided for in this Indenture relating to the proposed action have been

complied with and an Opinion of Counsel stating that in the opinion of such

counsel all such conditions precedent, 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.

Every certificate or opinion with respect to compliance with a

condition or covenant provided for in this Indenture shall include:

(1) a statement that each individual signing such

certificate or opinion has read such covenant or condition and

the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the

examination or investigation upon which the statements or

opinions contained in such certificate or opinion are based;

<PAGE>

(3) a statement that, in the opinion of each such

individual, he or she has made such examination or investigation

as is necessary to enable him or her to express an informed

opinion whether such covenant or condition has been complied

with; and

(4) a statement whether, in the opinion of each such

individual, such condition or covenant has been complied with.

Every such certificate provided under this Indenture shall be without

personal recourse to the individual executing the same and may include an

express statement to such effect.

Section 105. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by, or

covered by an opinion of, any specified Person, it is not necessary that all

such matters be certified by, or covered by the opinion of, only one such

Person, or that they be so certified or covered by only one document, but one

such Person may certify or give an opinion with respect to some matters and one

or more other such Persons as to other matters, and any such Person may certify

or give an opinion as to such matters in one or several documents.

Any certificate or opinion of any 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, opinion or representations

with respect to the matters upon which such officer's certificate or opinion is

based are erroneous. Any such certificate or Opinion of Counsel may be based,

insofar as it relates to factual matters, upon a certificate or opinion of, or

representations by, an officer or officers of the Company stating that the

information with respect to such factual matters is in the possession of the

Company. Any certificate or opinion of counsel may be stated to be based on the

certificates or opinions of other counsel, in which event it shall be

accompanied by a copy of such other certificates or opinions.

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. All applications, requests, certificates, statements or

other instruments given under this Indenture shall be without personal recourse

to any individual giving the same and may include an express statement to such

effect.

Section 106. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction, notice, consent,

waiver or other action provided by this Indenture to be given or taken by

Holders may be embodied in and evidenced by one or more instruments of

substantially similar tenor signed by such Holders (including Persons

who hold their Securities through a Holder which is a Depositary) in person

or by an agent duly appointed in writing, and, except as herein otherwise

expressly provided, such action shall become effective when such instrument or

instruments are delivered to the Trustee and, where it is hereby expressly

required, to the Company. Such instrument or instruments (and the action

embodied therein and evidenced thereby) are herein sometimes referred to as the

"Act" of the Holders signing such instrument or instruments. Proof of

<PAGE>

execution of any such instrument or of a writing appointing any such agent

shall be sufficient for any purpose of this Indenture and (subject to

Section 801) conclusive in favor of the Trustee and the Company, if made in the

manner provided in this Section.

Without limiting the generality of the foregoing, a Holder, including a

Depositary that is a Holder of a Global Security, may make, give or take, by a

proxy or proxies duly appointed in writing, any request, demand, authorization,

direction, notice, consent, waiver or other action provided or permitted by this

Indenture to be made, given or taken by the Holders, and a Depositary that is a

Holder of a Global Security may provide its proxy or proxies to the beneficial

owners of interest in any such Global Security.

(b) The fact and date of the execution by any Person of any such

instrument or writing may be proved in any reasonable manner provided that, in

any instance, the Trustee may require further proof with respect to any matter

referred to in this Section.

(d) The Company may fix any day as the record date for the purpose of

determining the Holders (including Persons who hold Securities through a Holder

which is a Depositary) of Securities of any series entitled to give or take any

request, demand, authorization, direction, notice, consent, waiver or other

action, or to vote on any action, authorized or permitted to be given or taken

by Holders of Securities of such series. If not set by the Company prior to the

first solicitation of a Holder of Securities of such series made by any Person

in respect of any such action, or, in the case of any such vote, prior to such

vote, the record date for any such action or vote shall be the 30th day (or, if

later, the date of the most recent list of Holders required to be provided

pursuant to TIA ss. 312) prior to such first solicitation or vote, as the case

may be. With regard to any record date for action to be taken by the Holders

(including Persons who hold Securities through a Holder which is a Depositary)

of one or more series of Securities, only the Holders of Securities of such

series on such date (or their duly designated proxies) shall be entitled to give

or take, or vote on, the relevant action.

With regard to any action that may be given or taken hereunder only by

Holders (including Persons who hold their Securities through a Holder which is a

Depositary) of a requisite principal amount of Outstanding Securities of any

series (or their duly appointed agents) and for which a record date is set

pursuant to this subsection (d), the Company may, at its option, set an

expiration date after which no such action purported to be given or taken by any

Holder shall be effective hereunder unless given or taken on or prior to such

expiration date by Holders (including Persons who hold Securities through a

Holder which is a Depositary) of the requisite principal amount of Outstanding

Securities of such series on such record date (or their duly appointed agents).

On or prior to any expiration date set pursuant to this subsection (d), the

Company may, on one or more occasions at its option, extend such date to any

later date. Nothing in this subsection (d) shall prevent any Holder (or any duly

appointed agent thereof) from giving or taking, after any expiration date, any

action identical to, or, at any time, contrary to or different from any action

given or taken, or purported to have been given and taken, hereunder by a Holder

on or prior to such date, in which event the Company may set a record date in

respect hereof pursuant to this subsection (d).

<PAGE>

Notwithstanding the foregoing, upon actual receipt by a Responsible

Officer of the Trustee, with respect to Securities of any series, of (i) any

Notice of Default pursuant to Section 701, (ii) any declaration or acceleration,

or any rescission and annulment of any such declaration, pursuant to Section

702, or (iii) any waiver given pursuant to Section 704 (any such notice,

declaration, rescission and annulment, or waiver being referred to herein as a

"DIRECTION"), a record date shall automatically and without any other action by

any Person be set for the purpose of determining the Holders (including Persons

who hold Securities through a Holder which is a Depositary) of Outstanding

Securities of such series entitled to join in such Direction, which record date

shall be the close of business on the day the Trustee receives such Direction.

The Holders (including Persons who hold Securities through a Holder which is a

Depositary) of Outstanding Securities of such series on such record date (or

their duly appointed agents), and only such Persons, shall be entitled to join

in such Direction, whether or not such Holders remain Holders after such record

date; provided that, unless such Direction shall have become effective by virtue

of Holders (including Persons who hold Securities through a Holder which is a

Depositary) of the requisite principal amount of Outstanding Securities of such

series on such record date (or their duly appointed agents) having joined

therein on or prior to the 90th day after such record date, such Direction shall

automatically and without any action by any Person be canceled and be of no

further effect. Nothing in this paragraph shall prevent a Holder (or duly

appointed agent thereof) from giving, before or after the expiration of such

90-day period, a Direction contrary to or different from, or, after the

expiration of such period, identical to, a Direction that has been canceled

pursuant to the proviso to the preceding sentence, in which event a new record

date in respect thereof shall be set pursuant to this subsection (d).

(e) Any request, demand, authorization, direction, notice, consent,

waiver or other Act of the Holder of any Security shall bind every future Holder

of the same Security and the Holder of every Security issued upon the

registration of transfer thereof or in exchange therefor or in lieu thereof in

respect of anything done, omitted or suffered to be done by the Trustee or the

Company in reliance thereon, whether or not notation of such action is made upon

such Security.

Section 107. NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver

or Act of Holders or other document provided or permitted by this Indenture to

be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall

be sufficient for every purpose hereunder (unless otherwise

herein expressly provided) if in writing and mailed, postage

prepaid and return receipt requested, or sent by overnight

courier to a Responsible Officer of the Trustee at its

Corporate Trust Office, Attention: Corporate Trust

Administration, or

(2) the Company by the Trustee or by any Holder shall

be sufficient for every purpose hereunder (unless otherwise

herein expressly provided) if in writing and mailed, postage

prepaid and return receipt requested, or sent by overnight

courier to the Company addressed to it at the address of its

principal office specified in the first paragraph of this

instrument (Attention: General

<PAGE>

Counsel) or at any other address previously furnished

in writing to a Responsible Officer of the Trustee by the

Company.

Section 108. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice to Holders of any event, such

notice shall be sufficiently given (unless otherwise herein expressly provided)

if in writing and mailed, first-class postage prepaid, to each Holder (including

Persons who hold Securities through a Holder which is a Depositary if the name

and address of such beneficial holder has been provided in writing to the Person

required to give such notice prior to the date such notice is given) affected by

such event, at such Holder's address as it appears in the Security Register or

as provided in writing by the Depositary, not later than the latest date, and

not earlier than the earliest date, prescribed for the giving of such notice. In

any case where notice to Holders is given by mail, neither the failure to mail

such notice, nor any defect in any notice so mailed, to any particular Holder

shall affect the sufficiency of such notice with respect to other Holders. Any

notice mailed to the Holder in the manner herein prescribed shall be

conclusively deemed to have been received by such Holder, whether or not such

Holder actually receives such notice. Where this Indenture provides for notice

in any manner, such notice may be waived in writing by the Person entitled to

receive such notice, either before or after the event, and such waiver shall be

the equivalent of such notice. Waivers of notice by Holders shall be filed with

a Responsible Officer of the Trustee, but such filing shall not be a condition

precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by

reason of any other cause it shall be impracticable to give such notice by mail,

then such notification as shall be made by or with the approval of the Trustee

shall constitute a sufficient notification for every purpose hereunder.

Section 109. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

Holders may communicate pursuant to TIA ss. 312(b) with other Holders

with respect to their rights under this Indenture or the Securities. The

Company, the Trustee, the Registrar and anyone else shall have the protection of

TIA ss. 312(c).

Section 110. RULES OF CONSTRUCTION.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the

meaning assigned to it in accordance with GAAP;

(3) "or" is not exclusive;

(4) words in the singular include the plural, and in

the plural include the singular; and

<PAGE>

(5) provisions apply to successive events and transactions.

ARTICLE II.

SECURITY FORMS

Section 201. FORMS GENERALLY.

The Securities of each series, including Global Securities representing

Securities of such series, shall be in the form established, without the

approval of any Holders or the Trustee, by or pursuant to a Board Resolution in

accordance with Section 301 or by one or more indentures supplemental hereto, in

each case with such appropriate insertions, omissions, substitutions and other

variations as are required or permitted by this Indenture, and may have such

letters, numbers or other marks of identification and such legends or

endorsements placed thereon as may be required to comply with the rules of any

securities exchange or as may, consistently herewith, be determined by the

officers executing such Securities, as evidenced by their execution of the

Securities.

The definitive Securities may be printed, lithographed or engraved on

steel engraved borders or may be produced in any other manner, all as determined

by the officers executing such Securities, as evidenced by their execution of

such Securities.

Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificate of authentication shall be in substantially

the following form:

This is one of the Securities of the series designated therein and

issued pursuant to the within-mentioned Indenture.

Dated: _____________________________

__________________________, as Trustee

By ________________________________

Authorized Signatory

Section 203. FORM OF LEGEND FOR GLOBAL SECURITIES.

Any Global Security authenticated and delivered hereunder shall, in

addition to the provisions established by or pursuant to a Board Resolution or

in one or more indentures supplemental hereto in accordance with Section 201,

bear a legend in substantially the following form or such similar form as may be

required by the Depositary:

"Unless this certificate is presented by an authorized

representative of [Depositary] to the issuer or to its agent

for registration of transfer, exchange or payment, and any

certificate issued is registered in the name of [Depositary

Nominee] or such other name as requested by an authorized

representative of [Depositary] and any payment is made to

[Depositary Nominee], ANY

<PAGE>

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY

OR TO ANY PERSON IS WRONGFUL since the registered owner

hereof, [Depositary Nominee], has an interest herein."

ARTICLE III.

THE SECURITIES

Section 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be authenticated

and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be

established, without the approval of any Holders or the Trustee, by or pursuant

to authority granted by one or more Board Resolutions, and, subject to Section

303, there shall be set forth in an Officers' Certificate, or established in one

or more indentures supplemental hereto, prior to the initial issuance of

Securities of any series, all or any of the following, as applicable:

(1) the title of the Securities of the series (which

shall distinguish the Securities of the series from

Securities of any other series) and the form of the

Securities of the series;

(2) any limit upon the aggregate principal amount of

the Securities of the series which may be authenticated and

delivered under this Indenture (except for Securities

authenticated and delivered upon registration of transfer

of, or in lieu of, other Securities of the series pursuant

to Section 304, 305, 306, 1007 and 1205 and except for any

Securities which, pursuant to Section 303, are deemed never

to have been authenticated and delivered hereunder) and the

absence of such limitation shall mean that the Company may

issue from time to time additional securities of such series

without limitation as to aggregate principal amount;

(3) the Person to whom any interest on a Security of

the series shall be payable, ifother than the Person in

whose name that Security (or one or more Predecessor

Securities) is registered at the close of business on the

Regular Record Date for such interest;

(4) the date or dates, or the method by which such date

or dates are determined or extended, on which the principal

or installments of principal and premium, if any, of the

Securities of the series is or are payable;

(5) the rate or rates (which may be fixed or variable)

at which the Securities of the series shall bear interest,

if any, or the method by which such rate or rates shall be

determined, the date or dates from which such interest shall

accrue, the Interest Payment Dates on which such interest

shall be payable, the Regular Record Date for the interest

payable on any Interest Payment Date and the circumstances,

if any in which the Company may defer interest payments and

<PAGE>

the basis upon which interest shall be calculated if

other than that of a 360-day year of twelve 30-day months;

(6) whether the Company shall be required to maintain

an office in the Borough of Manhattan, the City of New York

in accordance with Section 502 hereof and the place or

places, if any, where the principal of (and premium, if any)

and interest on Securities of the series shall be payable,

any Securities of the series may be surrendered for

registration of transfer or exchange and notices and demands

to or upon the Company with respect to the Securities of the

series and this Indenture may be served, other than or in

addition to the Corporate Trust Office of the Trustee and

any office maintained for such purpose in the Borough of

Manhattan, the City of New York in accordance with Section

502 hereof;

(7) if applicable, the period or periods within which,

the price or prices at which and the terms and conditions

upon which Securities of the series may be redeemed, in

whole or in part, at the option of the Company;

(8) the obligation, if any, of the Company to redeem or

purchase Securities of the series pursuant to any sinking

fund or analogous provisions or at the option of a Holder

thereof and the period or periods within which, the price or

prices at which and the terms and conditions upon which

Securities of the series shall be redeemed or purchased, in

whole or in part, pursuant to such obligation;

(9) whether the Securities of the series will be

convertible into or exchangeable for shares of Common Stock,

and if so, the terms and conditions upon which such

Securities will be so convertible or exchangeable, and any

deletions from or modifications or additions to this

Indenture to permit or to facilitate the issuance of such

convertible or exchangeable Securities or the administration

thereof;

(10) the identity of each Security Registrar and Paying

Agent, if other than or in addition to the Trustee;

(11) if the amount of principal of, or any premium or

interest on, any Securities of the series may be determined

by reference to an index or pursuant to a formula, the

manner in which such amounts shall be determined;

(12) the applicability of, and any addition to or

change in, the covenants and definitions currently set forth

in this Indenture;

(13) if other than denominations of $1,000 or any

amount in excess thereof which is an integral multiple of

$1,000, the denominations in which Securities of the series

shall be issuable;

(14) any other event or events of default applicable

with respect to Securities of the series in addition to or

in lieu of those provided in Section 701 and any change in

the right of the Trustee or the Holders to declare the

principal of or any premium or interest on such Securities

due and payable;

<PAGE>

(15) if less than the principal amount thereof, the

portion of the principal amount of Securities of the series

which shall be payable upon declaration of acceleration of

the Maturity thereof pursuant to Section 702;

(16) whether the Securities of the series shall be

issued in whole or in part in the form of one or more Global

Securities and, if so, (a) the Depositary with respect to

such Global Security or Securities and (b) the circumstances

under which any such Global Security may be exchanged for

Securities registered in the name of, and any transfer f

such Global Security may be registered to, a Person other

than such Depositary or its nominee, if other than as set

forth in Section 305;

(17) if applicable, that the Securities of the series,

in whole or any specified part, shall not be defeasible

pursuant to Section 902 or Section 903 or both such Sections

and, if other than by a Company Order, the manner in which

any election by the Company to defend such Securities shall

be evidenced;

(18) any other terms of the series (which terms shall

not be inconsistent with the provisions of this Indenture,

except as permitted by Section 1001(v)); and

(19) CUSIP numbers.

All Securities of any one series (other than Securities offered in a

Periodic Offering) shall be substantially identical except as to denomination

and except as may otherwise be provided by or pursuant to the Board Resolution

referred to above and, subject to Section 303, set forth, or determined in the

manner provided, in the Officers' Certificate referred to above or in any such

indenture supplemental hereto. All Securities of any one series need not be

issued at the same time. Unless otherwise provided, Securities of a single

series may have different terms, and a series may be reopened, without the

consent of the Holders of Securities of such series, for issuance of additional

Securities of such series.

If any of the terms of the series are established by action taken

pursuant to a Board Resolution, a copy of an appropriate record of such action

shall be certified by the Secretary or an Assistant Secretary of the Company and

delivered to the Trustee at or prior to the delivery of the Officers'

Certificate setting forth the terms of the series.

With respect to Securities of a series offered in a Periodic Offering,

such Board Resolution and Officers' Certificate or supplemental indenture may

provide general terms or parameters for Securities of such series and provide

either that the specific terms of particular Securities of such series shall be

specified in a Company Order or that such terms shall be determined by the

Company or its agents in accordance with other procedures specified in a Company

Order as contemplated by the third paragraph of Section 303.

Section 302. DENOMINATIONS.

Unless otherwise provided in the applicable Officers' Certificate or

supplemental indenture, the Securities of each series shall be issued in

registered form without coupons in such

<PAGE>

denominations as shall be specified as contemplated by Section 301. In

the absence of any such provisions with respect to the Securities of any series,

the Securities of such series shall be issuable in denominations of $1,000 or

any amount in excess thereof which is an integral multiple of $1,000.

Section 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Company by its

Chairman of the Board, its President, its Chief Executive Officer, its Chief

Operating Officer, its Chief Financial Officer or one of its Vice Presidents,

and attested by its Secretary or one of its Assistant Secretaries. The signature

of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals

who were at any time the proper officers of the Company shall bind the Company,

notwithstanding that such individuals or any of them have ceased to hold such

offices prior to the authentication and delivery of such Securities or did not

hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of

this Indenture, the Company may deliver Securities of any series executed by the

Company to the Trustee for authentication, together with a Company Order for the

authentication and delivery of such Securities, or, in the case of Securities

offered in a Periodic Offering, from time to time in accordance with such other

procedures (including, without limitation, the actual receipt by the Trustee of

electronic instructions from the Company or its duly authorized agents, promptly

confirmed in writing by the Company) acceptable to the Trustee as may be

specified from time to time by a Company Order for establishing the specific

terms of particular Securities being so offered, and the Trustee in accordance

with the Company Order shall authenticate and deliver such Securities. If the

form or forms or terms of the Securities of the series have been established by

or pursuant to one or more Board Resolutions as permitted by Sections 201 and

301, in authenticating such Securities and accepting the additional

responsibilities under this Indenture in relation to such Securities, the

Trustee shall be entitled to receive, and (subject to Section 801) shall be

fully protected in conclusively relying upon

(a) an Opinion of Counsel stating:

(1) that the form or forms of such Securities have been

established in conformity with the provisions of this Indenture;

(2) that the terms of such Securities have been established

in conformity with the provisions of this Indenture;

(3) that authentication and delivery of such Securities and

the execution and delivery of the supplemental indenture, if any,

by the Trustee will not violate the terms of the Indenture;

(4) that the Company has the corporate power to issue, and

has duly authorized, such Securities; and

<PAGE>

(5) that such Securities, when authenticated and delivered

by a Responsible Officer of the Trustee and issued by the Company

in the manner and subject to any conditions specified in such

Opinion of Counsel, will constitute valid and legally binding

obligations of the Company, enforceable against the Company in

accordance with their terms, subject to bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance or transfer and

other laws of general applicability relating to or affecting

the enforcement of creditors' rights and to general equity

principles;

(b) an executed supplemental indenture, if any;

(d) an Officers' Certificate;

provided, however, that, with respect to Securities of a series offered in a

Periodic Offering, the Trustee shall be entitled to receive such Opinion of

Counsel in connection only with the first authentication of each form of

Securities of such series and that the opinions described in clauses (a)(2) and

(a)(5) above may state, respectively, that

(2) if the terms of such Securities are to be established

pursuant to a Company Order or pursuant to such procedures as may be

specified from time to time by a Company Order, all as contemplated by

a Board Resolution or action taken pursuant thereto, such terms will

have been duly authorized by the Company and established in conformity

with the provisions of this Indenture; and

(5) that such Securities, when executed by the Company,

completed, authenticated and delivered by the Trustee in accordance

with this Indenture, and issued and delivered by the Company and paid

for, all in accordance with any agreement of the Company relating to

the offering, issuance and sale of such Securities, will be duly issued

under this Indenture and will constitute valid and legally binding

obligations of the Company, enforceable against the Company in

accordance with their terms, subject to bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance or transfer and other

laws of general applicability relating to or affecting the enforcement

of creditors' rights and to general equity principles.

With respect to Securities of a series offered in a Periodic Offering,

the Trustee may conclusively rely, as to the authorization by the Company of any

of such Securities, the form or forms and terms thereof and the legality,

validity, binding effect and enforceability thereof, upon the Opinion of

Counsel, Company Order and other documents delivered pursuant to Sections 201

and 301 and this Section, as applicable, in connection with the first

authentication of a form of Securities of such series and it shall not be

necessary for the Company to deliver such Opinion of Counsel and other documents

(except as may be required by the specified other procedures, if any, referred

to above) at or prior to the time of authentication of each Security of such

series unless and until a Responsible Officer of the Trustee receives notice

that such Opinion of Counsel or other documents have been superseded or revoked,

and may assume compliance with any conditions specified in such Opinion of

Counsel (other than any conditions to be performed

<PAGE>

by the Trustee). If such form or forms or terms have been so established, the

Trustee shall not be required to authenticate such Securities if the issue of

such Securities pursuant to this Indenture will affect the Trustee's own rights,

duties or immunities under the Securities and this Indenture.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be

valid or obligatory for any purpose unless there appears on such Security a

certificate of authentication substantially in the form provided for herein

executed by a Responsible Officer of the Trustee by manual signature, and such

certificate upon any Security shall be conclusive evidence, and the only

evidence, that such Security has been duly authenticated and delivered hereunder

and is entitled to the benefits of this Indenture. Notwithstanding the

foregoing, if any Security shall have been authenticated and delivered hereunder

but never issued and sold by the Company, and the Company shall deliver such

Security to the Trustee for cancellation as provided in Section 309, for all

purposes of this Indenture such Security shall be deemed never to have been

authenticated and delivered hereunder and shall never be entitled to the

benefits of this Indenture.

Section 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities of any series, the

Company may execute, and upon Company Order a Responsible Officer of the Trustee

shall authenticate and deliver, temporary Securities which are printed,

lithographed, typewritten or otherwise produced, in any authorized denomination,

substantially of the tenor of the definitive Securities in lieu of which they

are issued and with such appropriate insertions, omissions, substitutions and

other variations as the officers executing such Securities may determine, as

evidenced by their execution of such Securities. In the case of Securities of

any series, such temporary Securities may be in the form of Global Securities.

If temporary Securities of any series are issued, the Company will

cause definitive Securities of that series to be prepared without unreasonable

delay. After the preparation of definitive Securities of such series, the

temporary Securities of such series shall be exchangeable, subject to Section

305, for definitive Securities of like tenor of such series upon surrender of

the temporary Securities of such series at the office or agency of the Company

in a Place of Payment for that series, without charge to the Holder. Upon

surrender for cancellation of any one or more temporary Securities of any series

the Company shall execute and a Responsible Officer of the Trustee shall

authenticate and deliver in exchange therefor a like principal amount of

definitive Securities of the same series and of like tenor and of any authorized

denominations. Until so exchanged the temporary Securities of any series shall

in all respects be entitled to the same benefits under this Indenture as

definitive Securities of such series and tenor.

Section 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept at the Corporate Trust Office of

the Trustee a register (the "SECURITY REGISTER") in which, subject to such

reasonable regulations as it may prescribe, the Company shall provide for the

registration of Securities and of transfers of Securities. The Trustee is hereby

appointed "SECURITY REGISTRAR" of each series of Securities for

<PAGE>

the purpose of registering Securities and transfers of Securities as herein

provided at the Corporate Trust Office.

Upon surrender for registration of transfer of any Security of any

series at the office or agency of the Company in any Place of Payment for such

series, the Company shall execute and a Responsible Officer of the Trustee

shall authenticate and deliver (in the name of the designated transferee or

transferees) one or more new Securities of the same series, of any authorized

denominations and of a like aggregate principal amount and tenor and bearing a

number not contemporaneously outstanding.

At the option of the Holder, Securities of any series may be exchanged

for other Securities of the same series, of any authorized denominations and of

a like aggregate principal amount and tenor, upon surrender of the Securities to

be exchanged at the office or agency of the Company in any Place of Payment for

such series. Whenever any Securities are so surrendered for exchange, the

Company shall execute, and a Responsible Officer of the Trustee shall

authenticate and deliver, the Securities which the Holder making the exchange is

entitled to receive.

All Securities issued upon any registration of transfer or exchange of

Securities shall be the valid obligations of the Company, evidencing the same

debt and entitled to the same benefits under this Indenture as the Securities

surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or

for exchange shall (if so required by the Company or the Trustee) be duly

endorsed, or be accompanied by a written instrument of transfer in form

satisfactory to the Company and the Security Registrar duly executed, by the

Holder thereof or such Holder's attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or

exchange of Securities, but the Company may require payment of a sum sufficient

to cover any tax or other governmental charge that may be imposed in connection

with any registration of transfer or exchange of Securities, other than

exchanges pursuant to Section 304, 1007 or 1205 not involving any transfer.

The Company may but shall not be required (i) to issue, register the

transfer of or exchange Securities of any series during a period beginning at

the opening of business 15 days before the day of the mailing of a notice of

redemption of Securities of that series selected for redemption under Section

403 and ending at the close of business on the day of such mailing, (ii) to

whole or in part, except the unredeemed portion of any Security being redeemed

in part or (iii) to register the transfer of or exchange any certificated

Securities during a period beginning five days before the date of Maturity with

respect to such Security and ending on such date of Maturity.

Notwithstanding the foregoing, except as otherwise specified as

contemplated by Section 301, no Global Security shall be exchangeable pursuant

to this Section 305 for Securities registered in the name of, and no transfer of

a Global Security of any series may be registered to, any Person other than the

Depositary for such Security or its nominee, unless (i) such Depositary notifies

the Company that it is unwilling or unable to continue as Depositary for such

Global

<PAGE>

Security or the Company determines that the Depositary is unable to continue as

Depositary and the Company thereafter fails to appoint a successor Depositary,

(ii) the Company provides for such exchange or registration of transfer pursuant

to Section 301 of this Indenture, (iii) the Company executes and delivers to the

Trustee a Company Order that such Global Security shall be so exchangeable and

the transfer thereof so registrable, or (iv) there shall have occurred and be

continuing an Event of Default with respect to the Securities of such series

which entitles the Holders of such Securities to accelerate the maturity

thereof. 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), (iii) or

(iv) 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

exchanged for Securities not bearing the legend specified in Section 203 and

registered in the names of such Persons as may be specified by the Depositary

(including Persons other than the Depositary or its nominees).

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 the Depositary or by a nominee of the Depositary

to the Depositary or another nominee of the Depositary.

Section 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security, including a Global Security, is surrendered

to the Trustee or the Company, together with such security, bond or indemnity as

may be required by the Trustee or the Company to save each of them and any agent

of either of them harmless, the Company shall execute and the Trustee shall

authenticate and deliver in exchange therefor a new Security, including a new

Global Security if the mutilated Security was a Global Security, of the same

series and of like tenor and principal amount and bearing a number not

contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence

to their satisfaction of the destruction, loss or theft of any Security,

including a Global Security if the destroyed, lost or stolen Security was a

Global Security, and (ii) such security or indemnity as may be required by them

to save each of them and any agent of either of them harmless, then, in the

absence of notice to the Company or the Trustee that such Security has been

acquired by a bona fide purchaser, the Company shall execute and upon its

written request the Trustee shall authenticate and deliver, in lieu of any such

destroyed, lost or stolen Security, a new Security, including a Global Security

if the destroyed, lost or stolen Security was a Global Security, of the same

series and of like tenor and principal amount and bearing a number not

contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has

become or is about to become due and payable, the Company in its discretion may,

instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company

may require the payment of a sum sufficient to cover any tax or other

governmental charge that may be imposed

<PAGE>

in relation thereto and any other expenses (including the fees and expenses of

the Trustee), if any, connected therewith.

Every new Security of any series issued pursuant to this Section in

lieu of any destroyed, lost or stolen Security shall constitute an original

additional contractual obligation of the Company, whether or not the destroyed,

lost or stolen Security shall be at any time enforceable by anyone, and shall be

entitled to all the benefits of this Indenture equally and proportionately with

any and all other Securities of that series duly issued hereunder. A new

Security shall have such legends as appeared on the old Security unless the

Company determines otherwise.

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 provided as contemplated by Section 301 with respect

to any series of Securities, interest on any Security which is payable, and is

punctually paid or duly provided for, on any Interest Payment Date shall be

paid to the Person in whose name that Security (or one or more Predecessor

Securities) is registered in the Security Register at the close of business on

the Regular Record Date for such Interest Payment Date.

Any interest on any Security of any series which is payable but is not

punctually paid or duly provided for on any Interest Payment Date (herein called

"DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder on the

relevant Regular Record Date by virtue of having been such Holder, and such

Defaulted Interest may be paid by the Company, at its election in each case, as

provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted

Interest to the Persons in whose names theSecurities of such

series (or their respective Predecessor Securities) are

registered at the close of business on a Special Record Date for

the payment of such Defaulted Interest, which shall be fixed in

the following manner. The Company shall notify the Trustee in

writing of the amount of Defaulted Interest proposed to be paid

on each Security of such series and the date of the proposed

payment, and at the same time the Company shall deposit with the

Trustee an amount of money equal to the aggregate amoun

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