EXHIBIT
      4.3

     

      
        

      

    

    INDENTURE

    Dated
      as
      of            ,
      20___

    Between

    HEMISPHERX
      BIOPHARMA, INC.,

    as
      Issuer

    And

    [                    ],

    as
      Trustee

    


    Debt
      Securities

     

    
      
        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

    


    
      	
               

            	
              Page

            	
               

            
	
              ARTICLE
                I DEFINITIONS AND INCORPORATION BY REFERENCE

            	
               

            	
              1

            	
               

            
	
              SECTION
                1.01. Definitions

            	
               

            	
              1

            	
               

            
	
              SECTION
                1.02. Other Definitions

            	
               

            	
              4

            	
               

            
	
              SECTION
                1.03 Incorporation by Reference of Trust Indenture Act

            	
               

            	
              4

            	
               

            
	
              SECTION
                1.04 Rules of Construction

            	
               

            	
              4

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              ARTICLE
                II THE SECURITIES

            	
               

            	
              4

            	
               

            
	
              SECTION
                2.01 Unlimited in Amount, Issuable in Series, Form and
                Dating

            	
               

            	
              4

            	
               

            
	
              SECTION
                2.02 Execution and Authentication

            	
               

            	
              7

            	
               

            
	
              SECTION
                2.03 Registrar and Paying Agent

            	
               

            	
              8

            	
               

            
	
              SECTION
                2.04 Paying Agent to Hold Assets in Trust

            	
               

            	
              8

            	
               

            
	
              SECTION
                2.05 Holder Lists

            	
               

            	
              8

            	
               

            
	
              SECTION
                2.06 Registration of Transfer and Exchange

            	
               

            	
              8

            	
               

            
	
              SECTION
                2.07 Replacement Securities

            	
               

            	
              9

            	
               

            
	
              SECTION
                2.08 Outstanding Securities

            	
               

            	
              9

            	
               

            
	
              SECTION
                2.09 Treasury Securities

            	
               

            	
              9

            	
               

            
	
              SECTION
                2.10 Temporary Securities

            	
               

            	
              9

            	
               

            
	
              SECTION
                2.11 Cancellation

            	
               

            	
              10

            	
               

            
	
              SECTION
                2.12 CUSIP Numbers

            	
               

            	
              10

            	
               

            
	
              SECTION
                2.13 Defaulted Interest

            	
               

            	
              11

            	
               

            
	
              SECTION
                2.14 Special Record Dates

            	
               

            	
              11

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              ARTICLE
                III REDEMPTION

            	
               

            	
              11

            	
               

            
	
              SECTION
                3.01 Notices to Trustee

            	
               

            	
              11

            	
               

            
	
              SECTION
                3.02 Selection of Securities to Be Redeemed

            	
               

            	
              11

            	
               

            
	
              SECTION
                3.03 Notice of Redemption

            	
               

            	
              11

            	
               

            
	
              SECTION
                3.04 Effect of Notice of Redemption

            	
               

            	
              12

            	
               

            
	
              SECTION
                3.05 Deposit of Redemption Price

            	
               

            	
              12

            	
               

            
	
              SECTION
                3.06 Securities Redeemed in Part

            	
               

            	
              12

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              ARTICLE
                IV COVENANTS

            	
               

            	
              12

            	
               

            
	
              SECTION
                4.01 Payment of Securities

            	
               

            	
              12

            	
               

            
	
              SECTION
                4.02 Maintenance of Office or Agency

            	
               

            	
              12

            	
               

            
	
              SECTION
                4.03 SEC Reports

            	
               

            	
              12

            	
               

            
	
              SECTION
                4.04 Compliance Certificate

            	
               

            	
              13

            	
               

            
	
              SECTION
                4.05 Taxes

            	
               

            	
              13

            	
               

            
	
              SECTION
                4.06 Corporate Existence

            	
               

            	
              13

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              ARTICLE
                V MERGER, ETC.

            	
               

            	
              13

            	
               

            
	
              SECTION
                5.01 When Company May Merge, etc.

            	
               

            	
              13

            	
               

            
	
              SECTION
                5.02 Successor Corporation Substituted

            	
               

            	
              13

            	
               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              Page

            	
               

            
	
              ARTICLE
                VI DEFAULTS AND REMEDIES

            	
               

            	
              14

            	
               

            
	
              SECTION
                6.01 Events of Default

            	
               

            	
              14

            	
               

            
	
              SECTION
                6.02 Acceleration

            	
               

            	
              14

            	
               

            
	
              SECTION
                6.03 Other Remedies

            	
               

            	
              15

            	
               

            
	
              SECTION
                6.04 Wavier of Past Defaults

            	
               

            	
              15

            	
               

            
	
              SECTION
                6.05 Control by Majority

            	
               

            	
              15

            	
               

            
	
              SECTION
                6.06 Limitation on Suits

            	
               

            	
              15

            	
               

            
	
              SECTION
                6.07 Rights of Holders to Receive Payment

            	
               

            	
              15

            	
               

            
	
              SECTION
                6.08 Collection Suit by Trustee

            	
               

            	
              16

            	
               

            
	
              SECTION
                6.09 Trustee May File Proofs of Claim

            	
               

            	
              16

            	
               

            
	
              SECTION
                6.10 Priorities

            	
               

            	
              16

            	
               

            
	
              SECTION
                6.11. Undertaking for Costs

            	
               

            	
              16

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              ARTICLE
                VII TRUSTEE

            	
               

            	
              17

            	
               

            
	
              SECTION
                7.01. Duties of Trustee

            	
               

            	
              17

            	
               

            
	
              SECTION
                7.02. Rights of Trustee

            	
               

            	
              17

            	
               

            
	
              SECTION
                7.03. Individual Rights of Trustee

            	
               

            	
              18

            	
               

            
	
              SECTION
                7.04. Trustee’s Disclaimer

            	
               

            	
              18

            	
               

            
	
              SECTION
                7.05. Notice of Defaults

            	
               

            	
              18

            	
               

            
	
              SECTION
                7.06. Reports by Trustee to Holders

            	
               

            	
              18

            	
               

            
	
              SECTION
                7.07. Compensation and Indemnity

            	
               

            	
              19

            	
               

            
	
              SECTION
                7.08. Replacement of Trustee

            	
               

            	
              19

            	
               

            
	
              SECTION
                7.09. Successor Trustee by Merger, Etc.

            	
               

            	
              20

            	
               

            
	
              SECTION
                7.10. Eligibility; Disqualification

            	
               

            	
              20

            	
               

            
	
              SECTION
                7.11. Preferential Collection of Claims Against the
                Company

            	
               

            	
              20

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              ARTICLE
                VIII DISCHARGE OF INDENTURE

            	
               

            	
              21

            	
               

            
	
              SECTION
                8.01. Satisfaction and Discharge of Indenture

            	
               

            	
              21

            	
               

            
	
              SECTION
                8.02. Application of Trust Funds; Indemnification

            	
               

            	
              21

            	
               

            
	
              SECTION
                8.03. Legal Defeasance of Securities of any Series

            	
               

            	
              22

            	
               

            
	
              SECTION
                8.04. Covenant Defeasance

            	
               

            	
              23

            	
               

            
	
              SECTION
                8.05. Repayment to Company

            	
               

            	
              24

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              ARTICLE
                IX AMENDMENTS, SUPPLEMENTS AND WAIVERS

            	
               

            	
              24

            	
               

            
	
              SECTION
                9.01. Without Consent of Holders

            	
               

            	
              24

            	
               

            
	
              SECTION
                9.02. With Consent of Holders

            	
               

            	
              24

            	
               

            
	
              SECTION
                9.03. Compliance with Trust Indenture Act

            	
               

            	
              24

            	
               

            
	
              SECTION
                9.04. Revocation and Effect of Consents

            	
               

            	
              25

            	
               

            
	
              SECTION
                9.05. Notation on or Exchange of Securities

            	
               

            	
              25

            	
               

            
	
              SECTION
                9.06. Trustee to Sign Amendment, etc.

            	
               

            	
              25

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              ARTICLE
                X MISCELLANEOUS

            	
               

            	
              25

            	
               

            
	
              SECTION
                10.01. Trust Indenture Act Controls

            	
               

            	
              25

            	
               

            
	
              SECTION
                10.02. Notices

            	
               

            	
              25

            	
               

            
	
              SECTION
                10.03. Communication by Holders with Other Holders

            	
               

            	
              26

            	
               

            
	
              SECTION
                10.04. Certificate and Opinion as to Conditions Precedent

            	
               

            	
              26

            	
               

            
	
              SECTION
                10.05. Statements Required in Certificate or Opinion

            	
               

            	
              26

            	
               

            
	
              SECTION
                10.06. Rules by Trustee and Agents

            	
               

            	
              27

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
               

            
	
               

            	
              Page

            	
               

            
	
              SECTION
                10.07. Legal Holidays

            	
               

            	
              27

            	
               

            
	
              SECTION
                10.08. Duplicate Originals

            	
               

            	
              27

            	
               

            
	
              SECTION
                10.09. Governing Law

            	
               

            	
              27

            	
               

            
	
              SECTION
                10.10. No Adverse Interpretation of Other Agreements

            	
               

            	
              27

            	
               

            
	
              SECTION
                10.11. Successors

            	
               

            	
              27

            	
               

            
	
              SECTION
                10.12. Severability

            	
               

            	
              27

            	
               

            
	
              SECTION
                10.13. Counterpart Originals

            	
               

            	
              28

            	
               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CROSS-REFERENCE
      TABLE

    


    
      	
               

            	
               

            	
              Indenture

            	
               

            
	
              TIA
                Section

            	
               

            	
              Section

            	
               

            
	
              Section 310
                (a)(1)

            	
               

            	
               

            	
              7.10

            	
               

            
	
              (a)(2)

            	
               

            	
               

            	
              7.10

            	
               

            
	
              (a)(3)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              (a)(4)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              (a)(5)

            	
               

            	
               

            	
              7.10

            	
               

            
	
              (b)

            	
               

            	
               

            	
              7.08;
                7.10

            	
               

            
	
              (c)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              Section 311
                (a)

            	
               

            	
               

            	
              7.11

            	
               

            
	
              (b)

            	
               

            	
               

            	
              7.11

            	
               

            
	
              (c)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              Section 312(a)

            	
               

            	
               

            	
              2.05

            	
               

            
	
              (b)

            	
               

            	
               

            	
              10.03

            	 
	
              (c)

            	
               

            	
               

            	
              10.03

            	 
	
              Section
                313(a)

            	 	 	
              7.06

            	 
	
              (b)(1)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              (b)(2)

            	
               

            	
               

            	
              7.06

            	
               

            
	
              (c)

            	
               

            	
               

            	
              7.06; 10.02

            	
               

            
	
              (d)

            	
               

            	
               

            	
              7.06

            	
               

            
	
              Section 314
                (a)(1), (2), (3)

            	
               

            	
               

            	
              4.03

            	
               

            
	
              (a)(4)

            	
               

            	
               

            	
              4.04

            	
               

            
	
              (b)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              (c)(1)

            	
               

            	
               

            	
              10.04

            	
               

            
	
              (c)(2)

            	
               

            	
               

            	
              10.04

            	
               

            
	
              (c)(3)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              (d)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              (e)

            	
               

            	
               

            	
              10.05

            	
               

            
	
              (f)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              Section 315
                (a)

            	
               

            	
               

            	
              7.01

            	
              (b)

            
	
              (b)

            	
               

            	
               

            	
              7.05;
                10.02

            	
               

            
	
              (c)

            	
               

            	
               

            	
              7.01

            	
              (a)

            
	
              (d)

            	
               

            	
               

            	
              7.01

            	
              (c)

            
	
              (e)

            	
               

            	
               

            	
              6.11

            	
               

            
	
              Section 316(a)
                (last sentence)

            	
               

            	
               

            	
              2.09

            	
               

            
	
              (a)(1)(A)

            	
               

            	
               

            	
              6.05

            	
               

            
	
              (a)(1)(B)

            	
               

            	
               

            	
              6.04

            	
               

            
	
              (a)(2)

            	
               

            	
               

            	
              N.A.

            	
               

            
	
              (b)

            	
               

            	
               

            	
              6.07

            	
               

            
	
              (c)

            	
               

            	
               

            	
              9.04

            	
               

            
	
              Section 317
                (a)(1)

            	
               

            	
               

            	
              6.08

            	
               

            
	
              (a)(2)

            	
               

            	
               

            	
              6.09

            	
               

            
	
              (b)

            	
               

            	
               

            	
              2.04

            	
               

            
	
              Section 318
                (a)

            	
               

            	
               

            	
              10.01

            	
               

            


    

     

    N.A.
      means Not Applicable

    NOTE:
      This Cross-Reference Table shall not, for any purpose, be deemed to be a part
      of
      the indenture.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INDENTURE
      dated as of            ,
      20___,
      between HEMISPHERX BIOPHARMA, INC., a Delaware corporation (the “
      Company”),
      as
      issuer, and [                    
      ], a
      [                    
      ]
      banking corporation, as Trustee (the “
      Trustee”).

    


    The
      Company has duly authorized the execution and delivery of this Indenture to
      provide for the issuance from time to time of its debentures, notes or other
      evidences of indebtedness to be issued in one or more series (the “
      Securities”),
      as
      herein provided, up to such principal amount as may from time to time be
      authorized in or pursuant to one or more resolutions of the Board of Directors
      or by supplemental indenture.

    


    Each
      party agrees as follows for the benefit of the other party and for the equal
      and
      ratable benefit of the Holders of each series of the Securities:

    


    ARTICLE
      I

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

    


    SECTION
      1.01. Definitions.

    


     “Affiliate”
means,
      when used with reference to the Company or another person, any person directly
      or indirectly controlling, controlled by, or under direct or indirect common
      control with, the Company or such other person, as the case may be. For the
      purposes of this definition, “control” when used with respect to any specified
      person means the power to direct or cause the direction of management or
      policies of such person, directly or indirectly, whether through the ownership
      of voting Securities, by contract or otherwise; and the terms “Controlling” and
“controlled” have meanings correlative of the foregoing.

    


    “Agent”
means
      any registrar, Paying Agent, authenticating agent or co-registrar.

    


    “Board
      of Directors”
means,
      with respect to any person, the Board of Directors of a person or any duly
      authorized committee of such Board of Directors.

    


    “Board
      Resolution”
means,
      with respect to any person, a copy of a resolution certified by the secretary
      or
      an assistant secretary of such person to have been duly adopted by the Board
      of
      Directors of such person or any duly authorized committee thereof and to be
      in
      full force and effect on the date of such certification, and delivered to the
      Trustee.

    


    “Business
      Day”
means
      a
      day that is not a Legal Holiday as defined in
      Section 10.07.

    


    “Company”
means
      the party named as such in this Indenture, or any other obligor under this
      Indenture, until a successor replaces it pursuant to this Indenture and
      thereafter means the successor.

    


    “Consolidated”
or
      “consolidated”
means,
      when used with reference to any amount, such amount determined on a consolidated
      basis in accordance with GAAP, after the elimination of intercompany
      items.

    


    “Consolidated
      Assets”
means,
      at a particular date, all amounts which would be included under total assets
      on
      a consolidated balance sheet of the Company and its Subsidiaries as at such
      date, determined in accordance with GAAP.

    


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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Default”
means
      any event which is, or after notice or lapse of time or both would be, an Event
      of Default.

    


    “Event
      of Default”
has
      the
      meaning provided in
      Section 6.01.

    


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

    


    “GAAP”
means
      generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board or in such other statements by such other entity
      as
      have been approved by a significant segment of the accounting profession, which
      are applicable from time to time.

    


    “Global
      Security”
means
      a
      Security issued to evidence all or a part of any series of Securities that
      is
      executed by the Company and authenticated and delivered by the Trustee to a
      depositary or pursuant to such depositary’s instructions, all in accordance with
      this Indenture and pursuant to
      Section 2.01,
      which
      shall be registered as to principal and interest in the name of such depositary
      or its nominee.

    


    “Holder”
means
      the person in whose name a Security is registered on the registrar’s
      books.

    


    “Indebtedness”
of
      a
      Person means all obligations which would be treated as liabilities upon a
      balance sheet of such Person prepared on a consolidated basis in accordance
      with
      GAAP.

    


    “Indenture”
means
      this Indenture, as amended, supplemented or modified from time to time, and
      shall include the terms of a particular series of Securities established as
      contemplated by Section 2.01.

    


    “Lien”
means
      any lien, security interest, charge or encumbrance of any kind.

    


    “Obligations”
means
      all obligations for principal, premium, interest, penalties, fees,
      indemnifications, reimbursements, damages and other liabilities payable under
      the documentation governing any Indebtedness.

    


    “Officer”
of
      any
      person means the Chairman of the Board, the Chief Executive Officer, the
      President, any Vice President, the Treasurer, the Secretary or the Controller
      of
      such person.

    


    “Officers’
      Certificate”
means
      a
      certificate signed by two Officers or by an Officer and an Assistant Treasurer,
      Assistant Secretary or Assistant Controller of any person.

    


    “Opinion
      of Counsel”
means
      a
      written opinion from legal counsel who is reasonably acceptable to the Trustee.
      The counsel may be an employee of or counsel to the Company.

    


    “Original
      Issue Discount Security”
means
      any Security which provides that an amount less than its principal amount is
      due
      and payable upon acceleration after an Event of Default.

    


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

    


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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Redemption
      Price”
has
      the
      meaning provided in
      Section 3.03.

    


    “SEC”
means
      the Securities and Exchange Commission and any government agency succeeding
      to
      its functions.

    


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

    


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

    


    “Series”
means
      a
      series of Securities established pursuant to this Indenture.

    


    “Subsidiary”
of
      any
      Person means (i) a corporation a majority of whose capital stock with
      voting power, under ordinary circumstances, to elect directors is at the time,
      directly or indirectly, owned by such Person or by such Person and a subsidiary
      or subsidiaries of such Person or by a subsidiary or subsidiaries of such Person
      or (ii) any other Person (other than a corporation) in which such Person or
      such Person and a subsidiary or subsidiaries of such Person or a subsidiary
      or
      subsidiaries of such Persons, at the time, directly or indirectly, own at least
      a majority voting interest under ordinary circumstances.

    


    “TIA”
means
      the Trust Indenture Act of 1939, as in effect on the date of this
      Indenture;
      provided,
      however,
      that in
      the event the TIA is amended after such date, “
      TIA”
means,
      to the extent required by such amendment, the Trust Indenture Act of 1939,
      as so
      amended.

    


    “Trustee”
means
      the party named as such above until a successor becomes such pursuant to this
      Indenture and thereafter means or includes each party who is then a trustee
      hereunder, and if at any time there is more than one such party, “
      Trustee”
as
      used
      with respect to the Securities of any series means the Trustee with respect
      to
      Securities of that series. If Trustees with respect to different series of
      Securities are Trustees under this Indenture, nothing herein shall constitute
      the Trustees co-Trustees of the same trust, and each Trustee shall be the
      Trustee of a trust separate and apart from any trust administered by any other
      Trustee with respect to a different series of Securities.

    


    “Trust
      Officer”
means
      any officer in the corporate trust department of the Trustee or any other
      officer of the Trustee assigned by the Trustee to administer this
      Indenture.

    


    “U.S.
      Government Obligations”
means
      (i) direct obligations of the United States of America for the payment of
      which the full faith and credit of the United States of America is pledged
      or
      (ii) obligations of a person controlled or supervised by and acting as an
      agency or instrumentality of the United States of America, the payment of which
      is unconditionally guaranteed as a full faith and credit obligation by the
      United States of America and which in either case, are non-callable at the
      option of the issuer thereof.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    SECTION
      1.02. Other
      Definitions.

    


    
      	
               

            	
               

            	
              Defined in

            
	
              Term

            	
               

            	
              Section

            
	
              “Bankruptcy
                Law”

            	
               

            	
               

            	
              6.01

            	
               

            
	
              “Custodian”

            	
               

            	
               

            	
              6.01

            	
               

            
	
              “Legal
                Holiday”

            	
               

            	
               

            	
              10.7

            	
               

            
	
              “Paying
                Agent”

            	
               

            	
               

            	
              2.03

            	
               

            
	
              “Registrar”

            	
               

            	
               

            	
              2.03

            	
               

            


    

           

    SECTION
      1.03.
      Incorporation by Reference of Trust Indenture Act. 

    


    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; and

    “obligor”
on
      the
      Securities means the Company and any other obligor on the indenture
      Securities.

    


    All
      other
      TIA terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by SEC rule have the meanings assigned
      to them by such definitions.

    


    SECTION
      1.04. Rules
      of Construction. 

     

    Unless
      the context otherwise requires: (i) a term has the meaning assigned to it;
      (ii) an accounting term not otherwise defined has the meaning assigned to
      it in accordance with GAAP; (iii) “or” is not exclusive; (iv) words in the
      singular include the plural, and in the plural include the singular;
      (v) provisions apply to successive events and transactions; and
      (vi) statements relating to the payment of principal and interest shall
      include the payment, premium (if any) and interest.

     

    ARTICLE
      II

    THE
      SECURITIES

    


    SECTION
      2.01.
      Unlimited in Amount, Issuable in Series, Form and
      Dating.

     

    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 pursuant to a Board Resolution or
      an
      Officers’ Certificate pursuant to authority granted under a Board Resolution or
      established in one or more indentures supplemental hereto, prior to the issuance
      of Securities of any series:

    


    (a) The
      title, ranking and authorized denominations of such Securities;

    


    (b) The
      aggregate principal amount of such Securities and any limit on such aggregate
      principal amount;

     

    (c) The
      price (expressed as a percentage of the principal amount thereof) at which
      such
      Securities will be issued and, if other than the principal amount thereof,
      the
      portion of the principal amount thereof payable upon declaration of acceleration
      of the maturity thereof;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) The
      date or dates, or the method for determining such date or dates, on which the
      principal of such Securities will be payable;

    


    (e) The
      rate or rates (which may be fixed or variable), or the method by which such
      rate
      or rates shall be determined, at which such Securities will bear interest,
      if
      any;

    


    (f) The
      date or dates, or the method for determining such date or dates, from which
      any
      such interest will accrue, the dates on which any such interest will be payable,
      the record dates for such interest payment dates, or the method by which such
      dates shall be determined, the persons to whom such interest shall be payable,
      and the basis upon which interest shall be calculated if other than that of
      a
      360-day year of twelve 30-day months;

    


    (g) The
      place or places where the principal of and interest, if any, on such Securities
      will be payable, where such Securities may be surrendered for registration
      of
      transfer or exchange and where notices or demands to or upon the Company in
      respect of such Securities and this Indenture may be served;

    


    (h) The
      period or periods, if any, within which, the price or prices at which and the
      other terms and conditions upon which such Securities may, pursuant to any
      optional or mandatory redemption provisions, be redeemed, as a whole or in
      part,
      at the option of the Company;

    


    (i) The
      obligation, if any, of the Company to redeem, repay or purchase such Securities
      pursuant to any sinking fund or analogous provision or at the option of a holder
      thereof, and the period or periods within which, the price or prices at which
      and the other terms and conditions upon which such Securities will be redeemed,
      repaid or purchased, as a whole or in part, pursuant to such
      obligation;

    


    (j) If
      other than U.S. dollars, the currency or currencies in which such Securities
      are
      denominated and payable, which may be a foreign currency or units of two or
      more
      foreign currencies or a composite currency or currencies, and the terms and
      conditions relating thereto;

    


    (k) Whether
      the amount of payments of principal of (and premium, if any) or interest, if
      any, on such Securities may be determined with reference to an index, formula
      or
      other method (which index, formula or method may, but need not be, based on
      the
      yield on or trading price of other Securities, including United States Treasury
      Securities, or on a currency, currencies, currency unit or units, or composite
      currency or currencies) and the manner in which such amounts shall be
      determined;

    


    (l) Whether
      the principal of or interest on the Securities of the series is to be payable,
      at the election of the Company or a holder thereof, in a currency or currencies,
      currency unit or units or composite currency or currencies other than that
      in
      which such Securities are denominated or stated to be payable, the period or
      periods within which, and the terms and conditions upon which, such election
      may
      be made, and the time and manner of, and identity of the exchange rate agent
      with responsibility for, determining the exchange rate between the currency
      or
      currencies, currency unit or units or composite currency or currencies in which
      such Securities are denominated or stated to be payable and the currency or
      currencies, currency unit or units or composite currency or currencies in which
      such Securities are to be so payable;

    


    (m) Provisions,
      if any, granting special rights to the holders of Securities of the series
      upon
      the occurrence of such events as may be specified;

    


    (n) Any
      deletions from, modifications of or additions to the Events of Default or
      covenants of the Company with respect to Securities of the series, whether
      or
      not such Events of Default or covenants are consistent with the Events of
      Default or covenants described herein;

    

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


              (o) Whether
      and under what circumstances the Company will pay any additional amounts on
      such
      Securities in respect of any tax, assessment or governmental charge and, if
      so,
      whether the Company will have the option to redeem such Securities in lieu
      of
      making such payment;

    


              (p) Whether
      Securities of the series are to be issuable as registered Securities, bearer
      Securities (with or without coupons) or both, any restrictions applicable to
      the
      offer, sale or delivery of bearer Securities and the terms upon which bearer
      Securities of the series may be exchanged for registered Securities of the
      series and vice versa (if permitted by applicable laws and regulations), whether
      any Securities of the series are to be issuable initially in temporary global
      form and whether any Securities of the series are to be issuable in permanent
      global form with or without coupons and, if so, whether beneficial owners of
      interests in any such permanent Global Security may exchange such interests
      for
      Securities of such series and of like tenor or any authorized form and
      denomination and the circumstances under which any such exchanges may occur,
      if
      other than in the manner provided in this Indenture, and, if registered
      Securities of the series are to be issuable as a Global Security, the identity
      of the depositary for such series;

    


              (q) The
      date as of which any bearer Securities of the series and any temporary Global
      Security representing outstanding Securities of the series shall be dated if
      other than the date of original issuance of the first Security of the series
      to
      be issued;

    


            
      (r) The person to whom any interest on any registered Security of the
      series shall be payable, if other than the person in whose name that Security
      (or one or more predecessor Securities) is registered at the close of business
      on the regular record date for such interest, the manner in which, or the person
      to whom, any interest on any bearer Security of the series shall be payable,
      if
      otherwise than upon presentation and surrender of the coupons appertaining
      thereto as they severally mature, and the extent to which, or the manner in
      which, any interest payable on a temporary Global Security on an interest
      payment date will be paid if other than in the manner provided in this
      Indenture;

    


              (s) Whether
      such Securities will be issued in certificated or book entry form;

    


              (t) The
      applicability, if any, of the legal defeasance and covenant defeasance
      provisions of this Indenture to the Securities of the series;

    


              (u) If
      the Securities of such series are to be issuable in definitive form (whether
      upon original issue or upon exchange of a temporary Security of such series)
      only upon receipt of certain certificates or other documents or satisfaction
      of
      other conditions, then the form and/or terms of such certificates, documents
      or
      conditions;

    


              (v) Whether
      the Securities will be listed for trading on an exchange and the identity of
      such exchange;

    


              (w) Whether
      any underwriters will act as market makers for the Securities;

    


              (x) Any
      guarantees of such Securities by the Company’s Subsidiaries or
      others;

    


              (y) The
      date or dates, if any, after which the Securities may be converted or exchanged
      into or for shares of the Company’s common stock or another company’s securities
      or properties or cash and the terms for any such conversion or
      exchange;

    


              (z) Any
      other terms of the series.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

              The
      Securities of any series shall be substantially of the tenor and purport as
      set
      forth in one or more indentures supplemental hereto or as provided in a written
      order of the Company, in each case with such insertions, omission, substitutions
      and other variations as are required or permitted by this Indenture, and may
      have such letters, numbers or other marks of identification or designation
      and
      such legends or endorsements printed, lithographed or engraved thereon as the
      Company may deem appropriate and as are not inconsistent with the provisions
      of
      this Indenture, or as may be required to comply with any law or with any rule
      or
      regulation made pursuant thereto or with any rule or regulation of any stock
      exchange on which Securities of that series may be listed or of the depository,
      or to conform to usage.

    


              The
      Trustee’s Certificate of Authentication shall be in substantially the following
      form:

    


              “This
      is one of the Securities of the series designated in accordance with, and
      referred to in the within-mentioned Indenture.

    


     Dated:

    [                    ],
      as
      Trustee

    
      	
               
                     

            	
               

            	
               
                 

            
	
               
                   By:  

            	
               

            	
               
                 

            
	
               
                     

            	
               

            	
               
                 

            
	
               
                     

            	
              Authorized
                Signatory”

            	
               
                 

            


    

           

     
      SECTION 2.02.
      Execution and Authentication.
      Two
      Officers shall sign the Securities for the Company by manual or facsimile
      signature.

     

              If
      an Officer whose signature is on a Security no longer holds that office at
      the
      time the Security is authenticated, the Security shall be valid
      nevertheless.

    


              A
      Security shall not be valid until authenticated by the manual signature of
      the
      Trustee. The signature shall be conclusive evidence that the Security has been
      authenticated under this Indenture.

    


              The
      Trustee shall authenticate Securities for original issue upon a written order
      of
      the Company signed by one Officer of the Company.

    


              The
      Trustee may appoint an authenticating agent reasonably acceptable to the Company
      to authenticate Securities. Unless limited by the terms of such appointment,
      an
      authenticating agent may authenticate Securities whenever the Trustee may do
      so.
      Each reference in this Indenture to authentication by the Trustee includes
      authentication by such agent. An authenticating agent has the same rights as
      an
      Agent to deal with the Company or an Affiliate of the Company.

    


              If
      the Company shall establish pursuant to
      Section 2.01
      that the
      Securities of a series are to be issued in the form of one or more Global
      Securities, then the Company shall execute and the Trustee shall authenticate
      and deliver one or more Global Securities that (i) shall represent and
      shall be denominated in an amount equal to the aggregate principal amount of
      all
      of the Securities of such series to be issued in the form of Global Securities
      and not yet canceled, (ii) shall be registered in the name of the
      depositary for such Global Security or Securities or the nominee of such
      depositary, (iii) shall be delivered by the Trustee to such depositary or
      pursuant to such depositary’s instructions, and (iv) shall bear a legend
      substantially to the following effect: “Unless and until it is exchanged in
      whole or in part for Securities in definitive registered form, this Security
      may
      not be transferred except as a whole by the depositary to the nominee of the
      depositary or by a nominee of the depositary to the depositary or another
      nominee of the depositary or by the depositary or any such nominee to a
      successor depositary or a nominee of such successor depositary.”

    


         Each
      depositary designated pursuant to
      Section 2.01
      must, at
      the time of its designation and at all times while it services as depositary,
      be
      a clearing agency registered under the Exchange Act.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


              SECTION
      2.03.
      Registrar and Paying Agent.
      The
      Company shall maintain an office or agency where Securities of a particular
      series may be presented for registration of transfer or for exchange (the
“
      Registrar”)
      and an
      office or agency where Securities may be presented for payment (the
“
      Paying Agent”).
      The
      registrar for a particular series of Securities shall keep a register of the
      Securities of that series and of their transfer and exchange. The Company may
      appoint one or more co-registrars and one or more additional Paying Agents
      for
      each series of Securities. The term “Paying Agent” includes any additional
      paying agent and the term “Registrar” includes any additional registrar. The
      Company may change any Paying Agent or registrar without prior notice to any
      Holder.

    


              The
      Company shall enter into an appropriate agency agreement with any Agent not
      a
      party to this Indenture, which shall incorporate the terms of the TIA and
      implement the terms of this Indenture which relate to such Agent. The Company
      shall give prompt written notice to the Trustee of the name and address of
      any
      Agent who is not a party to this Indenture. If the Company fails to appoint
      or
      maintain another entity as Registrar or Paying Agent, the Trustee shall act
      as
      such. The Company or any Affiliate of the Company may act as Paying Agent or
      Registrar.

    


              The
      Company hereby initially appoints the Trustee as Registrar and Paying Agent
      for
      each series of Securities unless another Registrar or Paying Agent, as the
      case
      may be, is appointed prior to the time the Securities of that series are first
      issued.

    


              SECTION
      2.04.
      Paying Agent to Hold Assets in Trust.
      The
      Company shall require each Paying Agent other than the Trustee to agree in
      writing that the Paying Agent shall hold in trust for the benefit of Holders
      or
      the Trustee all assets held by the Paying Agent for the payment of principal
      of
      and interest on the Securities (whether such money has been paid to it by the
      Company or any other obligor on the Securities) and shall notify the Trustee
      of
      any failure by the Company (or any other obligor on the Securities) in making
      any such payment. While any such failure continues, the Trustee may require
      a
      Paying Agent to pay all money held by it to the Trustee and to account for
      any
      funds disbursed. The Company at any time may require a Paying Agent to pay
      all
      money held by it to the Trustee. Upon payment over to the Trustee, the Paying
      Agent (if other than the Company or a Subsidiary of the Company) shall have
      no
      further liability for the money so paid over to the Trustee. If the Company
      or a
      Subsidiary of the Company acts as Paying Agent, it shall segregate and hold
      in a
      separate trust fund for the benefit of the Holders all money held by it as
      Paying Agent.

    


              SECTION
      2.05.
      Holder Lists.
      The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of Holders,
      separately by series, and shall otherwise comply with TIA Section 312(a).
      If the Trustee is not the registrar, the Company shall furnish to the Trustee
      on
      or before each interest payment date for the Securities and at such other times
      as the Trustee may request in writing a list in such form and as of such date
      as
      the Trustee may reasonably require of the names and addresses of Holders,
      separately by series, relating to such interest payment date or request, as
      the
      case may be.

    


              SECTION
      2.06.
      Registration of Transfer and Exchange.
      When
      Securities of a series are presented to the registrar or a co-registrar with
      a
      request to register their transfer or to exchange them for an equal principal
      amount of Securities of other denominations, the registrar or co-registrar
      shall
      register the transfer or make the exchange if its requirements for such
      transaction are met. To permit registrations of transfer and exchanges, the
      Company shall issue and the Trustee shall authenticate Securities at the
      registrar’s or co-registrar’s request. No service charge shall be made for any
      registration of transfer or exchange, 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 registration, transfer or exchange of Securities other than
      exchanges pursuant to
      Section 2.10,
      3.06
      or
      9.05
      not
      involving any transfer.

    


              The
      registrar or co-registrar shall not be required to register the transfer or
      exchange of (i) any Security of a particular series selected for redemption
      in whole or in part, except the unredeemed portion of any Security of that
      series being redeemed in part, or (ii) any Security of a particular series
      during a period beginning at the opening of business 15 days before the day
      of any selection of Securities of that series for redemption under
      Section 3.02
      and
      ending at the close of business on the date of selection.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


              Any
      Holder of a beneficial interest in a Global Security shall, by acceptance of
      such beneficial interest, agree that transfers of beneficial interest in such
      Global Security may be effected only through a book entry system maintained
      by
      the holder of such Global Security (or its agent), and that ownership of a
      beneficial interest in the Security shall be required to be reflected in a
      book
      entry system.

    


              SECTION
      2.07.
      Replacement Securities.
      If a
      mutilated Security is surrendered to the Trustee or if the Holder of a Security
      claims that the Security has been lost, destroyed or wrongfully taken, the
      Company shall issue and the Trustee shall authenticate a replacement Security
      of
      the same series if the requirements of the Trustee and the Company are
      met;
      provided
      that, if
      any such Security has been called for redemption in accordance with the terms
      thereof, the Trustee may pay the Redemption Price thereof on the Redemption
      Date
      without authenticating or replacing such Security. The Trustee or the Company
      may, in either case, require the Holder to provide an indemnity bond sufficient
      in the judgment of each of the Trustee and the Company to protect the Company,
      the Trustee or any Agent from any loss which any of them may suffer if a
      Security is replaced or if the Redemption Price therefor is paid pursuant to
      this Section. The Company may charge the Holder who has lost a Security for
      its
      expenses in replacing a Security.

    


              Every
      replacement Security is an obligation of the Company and shall be entitled
      to
      the benefits of this Indenture equally and proportionately with any and all
      other Securities of the same series.

    


              SECTION
      2.08.
      Outstanding Securities.
      The
      Securities of any series outstanding at any time are all the Securities of
      that
      series authenticated by the Trustee except for those canceled by it, those
      delivered to it for cancellation and those described in this Section as not
      outstanding.

    


              If
      a Security is replaced pursuant to
      Section 2.07,
      it
      ceases to be outstanding and interest ceases to accrue unless the Trustee
      receives proof satisfactory to it that the replaced Security is held by a bona
      fide purchaser.

    


              If
      all principal of and interest on any of the Securities are considered paid
      under
      Section 4.01,
      such
      Securities shall cease to be outstanding and interest on them shall cease to
      accrue.

    


              Except
      as provided in
      Section 2.09,
      a
      Security does not cease to be outstanding because the Company or an Affiliate
      of
      the Company holds such Security.

    


              For
      each series of Original Issue Discount Securities, the principal amount of
      such
      Securities that shall be deemed to be outstanding and used to determine whether
      the necessary Holders have given any request, demand, authorization, direction,
      notice, consent or waiver, shall be the principal amount of such Securities
      that
      could be declared to be due and payable upon acceleration upon an Event of
      Default as of the date of such determination. When requested by the Trustee,
      the
      Company will advise the Trustee of such amount, showing its computations in
      reasonable detail.

    


              SECTION
      2.09.
      Treasury Securities.
      In
      determining whether the Holders of the required principal amount of Securities
      of any series have concurred in any direction, waiver or consent, Securities
      owned by the Company or an Affiliate of the Company shall be considered as
      though they are not outstanding, except that for the purposes of determining
      whether the Trustee shall be protected in relying on any such direction, waiver
      or consent, only Securities which such Trustee actually knows are so owned
      shall
      be so disregarded.

    


              SECTION
      2.10.
      Temporary Securities.
      Until
      definitive Securities are ready for delivery, the Company may prepare and
      execute and the Trustee shall authenticate temporary Securities. Temporary
      Securities shall be substantially in the form of definitive Securities but
      may
      have variations that the Company considers appropriate for temporary Securities.
      Without unreasonable delay, the Company shall prepare and the Trustee shall
      authenticate definitive Securities in exchange for temporary Securities. Holders
      of temporary Securities shall be entitled to all of the benefits of this
      Indenture.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


              SECTION
      2.11.
      Cancellation.
      The
      Company at any time may deliver Securities to the Trustee for cancellation.
      The
      Registrar and Paying Agent shall forward to the Trustee any Securities
      surrendered to them for registration of transfer, exchange, payment or
      repurchase. The Trustee shall cancel all Securities surrendered for registration
      of transfer, exchange, payment, repurchase, redemption, replacement or
      cancellation and shall destroy such Securities (subject to the record retention
      requirements of the Exchange Act). Certification of the destruction of all
      cancelled Securities shall be promptly delivered to the Company. The Company
      may
      not issue new Securities to replace Securities that it has paid or that have
      been delivered to the Trustee for cancellation.

    


              SECTION
      2.12.
      CUSIP Numbers.
      The
      Company in issuing the Securities may use “CUSIP” numbers (if then generally in
      use), and the Trustee shall use CUSIP numbers in notices of redemption or
      exchange as a convenience to Holders;
      provided
      that any
      such notice shall state that no representation is made as to the correctness
      of
      such numbers either as printed on the Securities or as contained in any such
      notice and that reliance may be placed only on the other identification numbers
      printed on the Securities, and any such redemption shall not be affected by
      any
      defect in or omission of such numbers. The Company shall promptly notify the
      Trustee of any change in the CUSIP numbers.

    


              SECTION
      2.13.
      Defaulted Interest.
      If the
      Company fails to make a payment of interest on any series of Securities, it
      shall pay such defaulted interest plus (to the extent lawful) any interest
      payable on the defaulted interest, in any lawful manner. It may elect to pay
      such defaulted interest, plus any such interest payable on it, to the Persons
      who are Holders of such Securities on which the interest is due on a subsequent
      special record date. The Company shall notify the Trustee in writing of the
      amount of defaulted interest proposed to be paid on each such Security. The
      Company shall fix any such record date and payment date for such payment. At
      least 15 days before any such record date, the Company shall mail to
      Holders affected thereby a notice that states the record date, payment date,
      and
      amount of such interest to be paid.

    


              SECTION
      2.14.
      Special Record Dates.
      The
      Company may, but shall not be obligated to, set a record date for the purpose
      of
      determining the identity of Holders entitled to consent to any supplement,
      amendment or waiver permitted by this Indenture. If a record date is fixed,
      the
      Holders of Securities of that series outstanding on such record date, and no
      other Holders, shall be entitled to consent to such supplement, amendment or
      waiver or revoke any consent previously given, whether or not such Holders
      remain Holders after such record date. No consent shall be valid or effective
      for more than 90 days after such record date unless consents from Holders
      of the principal amount of Securities of that series required hereunder for
      such
      amendment or waiver to be effective shall have also been given and not revoked
      within such 90-day period.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      III

    REDEMPTION

    


              SECTION
      3.01.
      Notices to Trustee.
      If the
      Company elects to redeem Securities of any series pursuant to any optional
      redemption provisions thereof, it shall notify the Trustee of the intended
      Redemption Date and the principal amount of Securities of that series to be
      redeemed.

    


              The
      Company shall give each notice provided for in this Section and an Officers’
Certificate at least 45 days before the Redemption Date (unless a shorter
      period shall be satisfactory to the Trustee).

    


              SECTION
      3.02.
      Selection of Securities to Be Redeemed.
      If fewer
      than all the Securities of any series are to be redeemed, the Trustee shall
      select the Securities of that series to be redeemed from the outstanding
      Securities of that series to be redeemed by a method that complies with the
      requirements of any exchange on which the Securities of that series are listed,
      or, if the Securities of that series are not listed on an exchange, on a pro
      rata basis or by lot, which in any case shall be in accordance with a method
      the
      Trustee considers fair and appropriate.

    


              Except
      as otherwise provided as to any particular series of Securities, Securities
      and
      portions thereof that the Trustee selects shall be in amounts equal to the
      minimum authorized denomination for Securities of the series to be redeemed
      or
      any integral multiple thereof. Provisions of this Indenture that apply to
      Securities called for redemption also apply to portions of Securities called
      for
      redemption. The Trustee shall notify the Company promptly in writing of the
      Securities or portions of Securities to be called for redemption.

    


              SECTION
      3.03.
      Notice of Redemption.
      At least
      30 days but not more than 60 days before the Redemption Date, the
      Company shall mail a notice of redemption by first-class mail to each Holder
      whose Securities are to be redeemed at the address of such Holder appearing
      in
      the register.

    


              The
      notice shall identify the Securities of the series to be redeemed and shall
      state:

    


    
      
         
          (1) the
          Redemption Date;

      

    

    


       
           (2) the redemption price fixed in accordance with
      the terms of the Securities of the series to be redeemed, plus accrued interest,
      if any, to the date fixed for redemption (the “
      Redemption Price”);

    


           
       (3) if any Security is being redeemed in part, the portion of the
      principal amount of such Security to be redeemed and that, after the Redemption
      Date, upon surrender of such Security, a new Security or Securities in principal
      amount equal to the unredeemed portion
      will be issued;

    


             
      (4) the name and address of the Paying Agent;

    


             (5)
      that Securities called for redemption must be surrendered to the Paying Agent
      to
      collect the Redemption Price;

    


            
      (6) that, unless the Company defaults in payment of the Redemption Price,
      interest on Securities called for redemption ceases to accrue on and after
      the
      Redemption Date; and

    


       
           (7) the CUSIP number, if any, of the Securities to
      be redeemed.

    


              At
      the Company’s written request, the Trustee shall give the notice of redemption
      in the Company’s name and at its expense. The notice mailed in the manner herein
      provided shall be conclusively presumed to have been duly given whether or
      not
      the Holder receives such notice. In any case, failure to give such notice by
      mail or any defect in the notice to the Holder of any Security shall not affect
      the validity of the proceeding for the redemption of any other
      Security.


    
      
        
        

      

      
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              SECTION
      3.04.
      Effect of Notice of Redemption.
      Once
      notice of redemption is mailed, Securities called for redemption become due
      and
      payable on the Redemption Date at the Redemption Price. Upon surrender to the
      Paying Agent, such Securities shall be paid at the Redemption
      Price.

    


              SECTION
      3.05.
      Deposit of Redemption Price.
      On or
      before the Redemption Date, the Company shall deposit with the Trustee or with
      the Paying Agent (or if the Company or any Subsidiary of the Company is acting
      as its own Paying Agent, the Company or such Subsidiary shall segregate and
      hold
      in trust) money sufficient to pay the Redemption Price on all Securities to
      be
      redeemed on that date other than Securities or portions thereof called for
      redemption on that date which have been delivered by the Company to the Trustee
      for cancellation. The Paying Agent shall promptly return to the Company any
      money not required for that purpose.

    


              SECTION
      3.06.
      Securities Redeemed in Part.
      Upon
      surrender of a Security that is redeemed in part, the Company shall issue and
      the Trustee shall authenticate for the Holder at the expense of the Company,
      a
      new Security of the same series equal in principal amount to the unredeemed
      portion of the Security surrendered.

    


    ARTICLE
      IV

    COVENANTS

    


              SECTION
      4.01.
      Payment of Securities.
      The
      Company shall pay or cause to be paid the principal of and interest on the
      Securities on the dates and in the manner provided in this Indenture and the
      Securities. Principal and interest shall be considered paid on the date due
      if
      the Paying Agent, if other than the Company or an Affiliate, holds as of
      11:00 a.m. New York time on that date immediately available funds
      designated for and sufficient to pay all principal and interest then due. To
      the
      extent lawful, the Company shall pay interest on overdue principal and overdue
      installments of interest at the rate per annum borne by the applicable series
      of
      Securities.

    


              SECTION
      4.02.
      Maintenance of Office or Agency.
      The
      Company shall maintain in the Borough of Manhattan, the City of New York, or
      in
      [                    
      ], an
      office or agency (which may be an office of the Trustee or an affiliate of
      the
      Trustee or registrar) where Securities may be surrendered for registration
      of
      transfer or exchange and where notices and demands to or upon the Company in
      respect of the 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 such office or agency. If at any time the Company shall fail to
      maintain any such required office or agency or shall fail to furnish the Trustee
      with the address thereof, such presentations, surrenders, notices and demands
      may be made or served at the Corporate Trust Office of the Trustee.

    


              The
      Company may also from time to time designate one or more other offices or
      agencies where the Securities may be presented or surrendered for any or all
      such purposes and may from time to time rescind such designations;
      provided,
      however,
      that no
      such designation or rescission shall in any manner relieve the Company of its
      obligation to maintain an office or agency in the Borough of Manhattan, the
      City
      of New York, or [                    
      ], for
      such purposes. The Company shall give prompt written notice to the Trustee
      of
      any such designation or rescission and of any change in the location of any
      such
      other office or agency.

    


              The
      Company hereby designates the Corporate Trust Office of the Trustee as one
      such
      office or agency of the Company in accordance with
      Section 2.03.

    


              SECTION
      4.03.
      SEC Reports.
      The
      Company shall deliver to the Trustee within 15 days after it files them
      with the SEC copies of the annual reports and of the information, documents,
      and
      other reports (or copies of such portions of any of the foregoing as the SEC
      may
      by rules and regulations prescribe) which the Company is required to file with
      the SEC pursuant to Section 13 or 15(d) of the Exchange Act; provided,
      however, the Company shall not be required to deliver to the Trustee any
      materials for which the Company has sought and received confidential treatment
      by the SEC. The Company also shall comply with the other provisions of TIA
      Section 314 (a).


    
      
        
        

      

      
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              SECTION
      4.04.
      Compliance Certificate.
      The
      Company shall deliver to the Trustee, within 120 days after the end of each
      fiscal year of the Company, an Officers’ Certificate stating that in the course
      of the performance by the signers of their duties as officers of the Company,
      they would normally have knowledge of any failure by the Company to comply
      with
      all conditions, or default by the Company with respect to any covenants, under
      this Indenture, and further stating whether or not they have knowledge of any
      such failure or default and, if so, specifying each such failure or default
      and
      the nature thereof. For purposes of this Section, such compliance shall be
      determined without regard to any period of grace or requirement of notice
      provided for in this Indenture. The certificate need not comply with
      Section 10.04.

    


              SECTION
      4.05.
      Taxes.
      The
      Company shall pay prior to delinquency, all material taxes, assessments, and
      governmental levies except as contested in good faith by appropriate
      proceedings.

    


              SECTION
      4.06.
      Corporate Existence.
      Subject
      to
      Article V
      hereof,
      the Company shall do or cause to be done all things necessary to preserve and
      keep in full force and effect (i) its corporate existence and (ii) the
      material rights (charter and statutory), licenses and franchises of the Company
      and its Subsidiaries taken as a whole;
      provided,
      however,
      that
      the Company shall not be required to preserve any such right, license or
      franchise if the Board of Directors or management of the Company shall determine
      that the preservation thereof is no longer in the best interests of the Company,
      and that the loss thereof is not adverse in any material respect to the
      Holders.

    


    ARTICLE
      V

    MERGER,
      ETC.

    


              SECTION
      5.01.
      When Company May Merge, etc.
      (a) The Company shall not consolidate or merge with or into, or sell,
      assign, transfer, lease, convey or otherwise dispose of all or substantially
      all
      of its assets to, any Person unless: (i) the Person formed by or surviving
      any such consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, lease, conveyance or disposition has been made,
      is a
      corporation organized and existing under the laws of the United States of
      America, any state thereof or the District of Columbia; (ii) the Person formed
      by or surviving any such consolidation or merger (if other than the Company),
      or
      to which such sale, assignment, transfer, lease, conveyance or disposition
      has
      been made, assumes by supplemental indenture satisfactory in form to the Trustee
      all the obligations of the Company under the Securities and this Indenture;
      and
      (iii) immediately after such transaction, and giving effect thereto, no
      Default or Event of Default shall have occurred and be continuing.
      Notwithstanding the foregoing, the Company may merge with another Person or
      acquire by purchase or otherwise all or any part of the property or assets
      of
      any other corporation or Person in a transaction in which the surviving entity
      is the Company.

    


              (b) In
      connection with any consolidation, merger, sale, assignment, transfer or lease
      contemplated by this Section 5.01, the Company shall deliver, or cause to
      be delivered, to the Trustee, in form and substance reasonably satisfactory
      to
      the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating
      that such consolidation, merger, sale, assignment, transfer or lease and the
      supplemental indenture in respect thereof comply with
      Article V
      and the
      TIA and that all conditions precedent herein provided for relating to such
      transaction have been complied with.

    


              SECTION
      5.02.
      Successor Corporation Substituted.
      Upon any
      consolidation or merger, or any sale, assignment, transfer, lease, conveyance
      or
      other disposition of all or substantially all the assets of the Company in
      accordance with
      Section 5.01,
      the
      successor corporation formed by such consolidation or into which the Company
      is
      merged or to which such sale, assignment, transfer, lease, conveyance or other
      disposition 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 corporation had been named as the Company herein. In the
      event of any such sale or conveyance, but not any such lease, the Company or
      any
      successor corporation which thereafter shall have become such in the manner
      described in this
      Article V
      shall be
      discharged from all obligations and covenants under this Indenture and the
      Securities and may be dissolved, wound up or liquidated.


    
      
        
        

      

      
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    ARTICLE
      VI

    DEFAULTS
      AND REMEDIES

    


              SECTION
      6.01.
      Events of Default.
      An
“Event of Default” occurs with respect to Securities of any particular series,
      unless in the establishing Board Resolutions, Officers’ Certificate or
      supplemental indenture hereto, it is provided that such series shall not have
      the benefit of any such Event of Default, when any of the following
      occurs:

    


         (i)
      the Company defaults in the payment of interest on any Security of that series
      when it becomes due and payable and such default continues for a period of
      30 days;

    


         (ii)
      the Company defaults in the payment of the principal of any Security of that
      series when the same becomes due and payable at maturity, upon acceleration,
      redemption or otherwise;

    


         (iii)
      the Company fails to comply with any of its other agreements or covenants in,
      or
      provisions of, the Securities of that series or this Indenture and the Default
      continues for the period and after the notice specified below;

    


         (iv) the
      Company pursuant to or within the meaning of any Bankruptcy Law:
      (A) commences a voluntary case or proceeding, (B) consents to the
      entry of an order for relief against it in an involuntary case or proceeding,
      (C) consents to the appointment of a Custodian of it or for all or
      substantially all of its property, or (D) makes a general assignment for
      the benefit of its creditors; or

    


         (v) a
      court of competent jurisdiction enters an order or decree under any Bankruptcy
      Law that: (A) is for relief against the Company in an involuntary case or
      proceeding, (B) appoints a Custodian for the Company or for all or
      substantially all of the Company’s property, or (C) orders the liquidation
      of the Company;

    


     and
      in case of (v) the order or decree remains unstayed and in effect for
      60 days.

    


              The
      term “Bankruptcy
      Law”
means
      Title 11 of the U.S. Code or any similar Federal or state law for the relief
      of
      debtors. The term “Custodian”
means
      any receiver, Trustee, assignee, liquidator, sequestrator or similar official
      under any Bankruptcy Law.

    


              A
      Default under clause (iii) of this Section 6.01 is not an Event of
      Default with respect to a particular series of Securities until the Trustee
      notifies the Company in writing, or the Holders of at least 25% in principal
      amount of the outstanding Securities of that series notify the Company and
      the
      Trustee, in writing, of the Default, and the Company does not cure the Default
      within 30 days after receipt of the notice. The notice must specify the Default,
      demand that it be remedied and state that the notice is a “Notice of
      Default”.

    


              SECTION
      6.02.
      Acceleration.
      If an
      Event of Default (other than an Event of Default specified in clause
      (iv) or (v) of Section 6.01) occurs and is continuing, the
      Trustee or the Holders of at least 25% of the principal amount of the
      outstanding Securities of that series, by written notice to the Company may
      declare due and payable 100% of the principal amount (or, in the case of
      Original Issue Discount Securities, such lesser amount as may be provided for
      in
      such Securities) of the Securities of that series plus any accrued interest
      to
      the date of payment. Upon a declaration of acceleration, such principal (or
      such
      lesser amount) and accrued interest to the date of payment shall be due and
      payable. If an Event of Default specified in clause (iv) or (v) of
      Section 6.01 occurs, all unpaid principal and accrued interest on the
      Securities shall become and be immediately due and payable without any
      declaration or other act on the part of the Trustee or any
      Holder.


    
      
        
        

      

      
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              The
      Holders of a majority of the outstanding principal amount of the Securities
      of
      that series by written notice to the Trustee may rescind an acceleration and
      its
      consequences if (i) all existing Events of Default other than the
      nonpayment of principal (or such lesser amount) of or interest on the Securities
      of that series which have become due solely because of the acceleration, have
      been cured or waived and (ii) the rescission would not conflict with any
      judgment or decree of a court of competent jurisdiction.

    


              SECTION
      6.03.
      Other Remedies.
      If an
      Event of Default occurs and is continuing with respect to any series of
      Securities, the Trustee may pursue any available remedy by proceeding at law
      or
      in equity to collect the payment of principal of or interest on the Securities
      of that series or to enforce the performance of any provision of the Securities
      of that series or this Indenture.

    


              The
      Trustee may maintain a proceeding even if it does not possess any of the
      Securities or does not produce any of them in the proceeding. A delay or
      omission by the Trustee or any Holder in exercising any right or remedy accruing
      upon the Event of Default shall not impair the right or remedy or constitute
      a
      waiver of or acquiescence in the Event of Default. No remedy is exclusive of
      any
      other remedy. All remedies are cumulative to the extent permitted by
      law.

    


              SECTION
      6.04.
      Waiver of Past Defaults.
      Subject
      to
      Sections 6.07
      and
      9.02,
      the
      Holders of at least a majority in principal amount of the outstanding Securities
      of any series by notice to the Trustee may waive an existing Default or Event
      of
      Default and its consequences with respect to that series, except a Default
      in
      the nonpayment of the principal of or interest on any Security of that series
      (
      provided,
      however,
      that
      the Holders of a majority in principal amount of the then outstanding Securities
      of any series may rescind an acceleration and its consequences, including any
      related payment default that resulted from such acceleration). When a Default
      or
      Event of Default is waived, it is cured and ceases.

    


              SECTION
      6.05.
      Control by Majority.
      The
      Holders of at least a majority in principal amount of the outstanding Securities
      of any series may 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 it. However, the Trustee may refuse to follow any direction that
      conflicts with law or this Indenture, that the Trustee determines may be unduly
      prejudicial to the rights of other Holders or that may involve the Trustee
      in
      personal liability. The Trustee may take any other action which it deems proper
      which is not inconsistent with any such direction.

    


              SECTION
      6.06.
      Limitation on Suits.
      A Holder
      of Securities of any series may not pursue a remedy with respect to this
      Indenture or the Securities of that series unless: (i) the Holder gives to
      the Trustee written notice of a continuing Event of Default with respect to
      such
      series; (ii) the Holders of at least 25% in principal amount of the
      outstanding Securities of that series make a written request to the Trustee
      to
      pursue the remedy; (iii) such Holder or Holders offer to the Trustee
      indemnity satisfactory to the Trustee against any loss, liability, cost or
      expense; (iv) the Trustee does not comply with the request within
      60 days after receipt of the request and the offer of indemnity; and
      (v) during such 60-day period the Holders of at least a majority in
      principal amount of the outstanding Securities of that series do not give the
      Trustee a direction inconsistent with the request.

    


              A
      Holder may not use this Indenture to prejudice the rights of another Holder
      or
      to obtain a preference or priority over another Holder.

    


              SECTION
      6.07.
      Rights of Holders To Receive Payment.
      Notwithstanding any other provision of this Indenture, the right of any Holder
      of a Security to receive payment of principal of or interest, if any, on the
      Security on or after the respective due dates expressed or provided for in
      the
      Security, or to bring suit for the enforcement of any such payment on or after
      such respective dates, shall not be impaired or affected without the consent
      of
      the Holder.


    
      
        
        

      

      
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              SECTION
      6.08.
      Collection Suit by Trustee.
      If an
      Event of Default specified in
      Section 6.01(i)
      or
      (ii)
      occurs
      and is continuing with respect to Securities of any series, the Trustee may
      recover judgment in its own name and as Trustee of an express trust against
      the
      Company for the whole amount of principal (or such portion of the principal
      as
      may be specified as due upon acceleration at that time in the terms of that
      series of Securities) and accrued interest, if any, remaining unpaid on the
      outstanding Securities of that series, together with (to the extent lawful)
      interest on overdue principal and interest, and such further amount as shall
      be
      sufficient to cover the costs and, to the extent lawful, expenses of collection,
      including the reasonable compensation, expenses, disbursements and advances
      of
      the Trustee, its agents and counsel and any other amounts due the Trustee
      under
      Section 7.07.

    


              SECTION
      6.09.
      Trustee May File Proofs of Claim.
      The
      Trustee may file such proofs of claim and other papers or documents as may
      be
      necessary or advisable in order to have the claims of the Trustee and the
      Holders allowed in any judicial proceeding relative to the Company (or any
      other
      obligor upon the Securities), its creditors or its property and shall be
      entitled and empowered to participate as a member, voting or otherwise, of
      any
      official committee of creditors appointed in such matter and to collect and
      receive any moneys or other property payable or deliverable on any such claims
      and to distribute the same, and any custodian in any such judicial proceedings
      is hereby authorized by each Holder to make such payments to the Trustee and,
      in
      the event that the Trustee shall consent to the making of such payments directly
      to the Holders, to pay to the Trustee any amount due to it for the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its agents
      and counsel, and any other amounts due the Trustee under
      Section 7.07.
      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 6.10.
      Priorities.
      If the
      Trustee collects any money pursuant to this
      Article VI,
      it
      shall pay out the money in the following order:

    


         FIRST:
      to the Trustee, its agents and attorneys for amounts due under
      Section 7.07,
      including payment of all compensation, expense and liabilities incurred, and
      all
      advances made by the Trustee and the costs and expenses of
      collection;

    


         SECOND:
      to Holders of any particular series of Securities for amounts due and unpaid
      on
      the Securities of such series for principal and interest, if any, ratably,
      without preference or priority of any kind, according to the amounts due and
      payable on the Securities of such series for principal and interest,
      respectively; and

    


         THIRD:
      to the Company or any other obligors on the Securities of that series, as their
      interests may appear, or as a court of competent jurisdiction may
      direct.

    


              The
      Trustee, upon prior written notice to the Company, may fix a record date and
      payment date for any payment to Holders pursuant to this Section 6.10. The
      Trustee shall notify the Company in writing reasonably in advance of any such
      record date and payment date.

    


              SECTION
      6.11.
      Undertaking for Costs.
      In any
      suit for the enforcement of any right or remedy under this Indenture or in
      any
      suit against the Trustee for any action taken or omitted by it as a Trustee,
      a
      court in its discretion may require the filing by any party litigant in the
      suit
      of an undertaking to pay the costs of the suit, and the court in its discretion
      may assess reasonable costs, including reasonable attorneys’ fees and expenses,
      against any party litigant in the suit, having due regard to the merits and
      good
      faith of the claims or defenses made by the party litigant. This
      Section 6.11
      does not
      apply to a suit by the Trustee, a suit by a Holder pursuant to
      Section 6.07
      or a
      suit by Holders of more than 10% in principal amount of the outstanding
      Securities of that series.


    
      
        
        

      

      
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    ARTICLE
      VII

    TRUSTEE

    


              SECTION
      7.01.
      Duties of Trustee.
      (a) If an Event of Default has occurred and is continuing, the Trustee
      shall exercise 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 such person’s
      own affairs.

    


              (b) Except
      during the continuance of an Event of Default: (1) the Trustee need perform
      only those duties that are specifically set forth in this Indenture or the
      TIA,
      and no implied covenants or obligations shall be read into this Indenture
      against the Trustee and (2) in the absence of bad faith on its part, the
      Trustee may 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.
      However, 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 examine the certificates and opinions to determine whether or not, on
      their face, they conform to the requirements of this Indenture.

    


              (c) The
      Trustee may not be relieved from liability for its own negligent action, its
      own
      negligent failure to act or its own willful misconduct except that:
      (1) this paragraph does not limit the effect of paragraph (b) of
      this
      Section 7.01,
      (2) the Trustee shall not be liable for any error of judgment made in good
      faith by a Trust Officer or other officer, unless it is proved that the Trustee
      was negligent in ascertaining the pertinent facts and (3) the Trustee shall
      not be liable with respect to any action it takes or omits to take in good
      faith
      in accordance with a direction received by it pursuant to
      Section 6.05.

    


              (d) Whether
      or not therein expressly so provided, every provision of this Indenture that
      in
      any way relates to the Trustee is subject to paragraphs (a), (b), (c) and
      (e) of this
      Section 7.01.

    


              (e) No
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or incur any liability. The Trustee may refuse to perform any duty or
      exercise any right or power unless it receives indemnity satisfactory to it
      against any loss, liability, cost or expense (including, without limitation,
      reasonable fees of counsel).

    


     
      (f) The Trustee shall not be obligated to pay interest on any money or
      other assets received by it unless otherwise agreed in writing with the Company.
      Assets held in trust by the Trustee need not be segregated from other funds
      except to the extent required by law.

     

              SECTION
      7.02.
      Rights of Trustee.
      Subject
      to
      Section 7.01:

    


         (a) The
      Trustee may conclusively rely on any document (whether in its original or
      facsimile form) reasonably believed by it to be genuine and to have been signed
      or presented by the proper person. The Trustee need not investigate any fact
      or
      matter stated in the document. The Trustee shall receive and retain financial
      reports and statements of the Company as provided herein, but shall have no
      duty
      to review or analyze such reports or statements to determine compliance under
      covenants or other obligations of the Company.

    


              (b) Before
      the Trustee acts or refrains from acting, it may require an Officers’
Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for
      any action it takes or omits to take in good faith in reliance on an Officers’
Certificate or Opinion of Counsel.

    


              (c) The
      Trustee may act through its attorneys and agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due
      care.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


              (d) 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, unless
      the Trustee’s conduct constitutes willful misconduct or negligence.

    


              (e) The
      Trustee may consult with counsel of its selection, and the advice or opinion
      of
      counsel with respect to legal matters relating to this Indenture and the
      Securities shall be full and complete authorization and protection from
      liability in respect of any action taken, omitted or suffered by it hereunder
      in
      good faith and in accordance with the advice or opinion of such
      counsel.

    


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

    


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

    


              (h) The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request, order or direction of any of
      the
      Holders pursuant to the provisions of this Indenture, unless such Holders shall
      have offered to the Trustee reasonable security or indemnity against the costs,
      expenses and liabilities which may be incurred therein or thereby.

    


              (i) 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 request, and in the absence of bad faith or willful misconduct
      on its part, rely upon an Officers’ Certificate and an Opinion of
      Counsel.

    


              (j) The
      Trustee may request that the Company deliver an Officers’ Certificate setting
      for the names of individuals and/or titles of officers authorized at such times
      to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person specified as so authorized in any such
      certificate previously delivered and not superseded.

     

              SECTION
      7.03.
      Individual Rights of Trustee.

              The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Securities and may otherwise deal with the Company or an Affiliate of the
      Company with the same rights it would have if it were not Trustee. Any Agent
      may
      do the same with like rights. However, the Trustee is subject to
      Sections 7.10
      and
      7.11.

    


              SECTION
      7.04.
      Trustee’s Disclaimer.
      The
      Trustee makes no representation as to the validity or adequacy of this Indenture
      or the Securities, it shall not be accountable for the Company’s use of the
      proceeds from the Securities and it shall not be responsible for any statement
      in the Securities other than its certificate of authentication.

    


              SECTION
      7.05.
      Notice of Defaults.
      If a
      Default or Event of Default with respect to the Securities of any series occurs
      and is continuing, and if it is known to the Trustee, the Trustee shall mail
      to
      Holders a notice of the Default or Event of Default within 90 days after
      the occurrence thereof. Except in the case of a Default or Event of Default
      in
      payment of any such Security, the Trustee may withhold the notice if and so
      long
      as it in good faith determines that withholding the notice is in the interests
      of the Holders.

    


              SECTION
      7.06.
      Reports by Trustee to Holders.
      The
      Trustee shall transmit to Holders such reports concerning the Trustee and its
      actions under this Indenture as may be required by TIA Section 3.13 at the
      times and in the manner provided by the TIA, which shall initially be not less
      than every twelve months commencing on and may be dated as of a date up to
      75 days prior to such transmission.


    
      
        
        

      

      
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              A
      copy of each report at the time of its mailing to Holders shall be filed with
      the SEC, if required, and each stock exchange, if any, on which the Securities
      are listed. The Company shall promptly notify the Trustee when the Securities
      of
      any series are listed on any stock exchange.

    


              SECTION
      7.07.
      Compensation and Indemnity.
      The
      Company shall be liable for paying to the Trustee from time to time reasonable
      compensation for its acceptance of this Indenture and services hereunder as
      the
      Company and the Trustee shall from time to time agree in writing. The Trustee’s
      compensation shall not be limited by any law on compensation of a trustee of
      an
      express trust. The Company shall be liable for reimbursing the Trustee upon
      request for all reasonable out-of-pocket expenses incurred or made by it,
      including costs of collection, costs of preparing and reviewing reports,
      certificates and other documents, costs of preparation and mailing of notices
      to
      Securityholders and reasonable costs of counsel retained by the Trustee in
      connection with the delivery of an Opinion of Counsel or otherwise, in addition
      to the compensation for its services. Such expenses shall include the reasonable
      compensation and expenses, disbursements and advances of the Trustee’s agents,
      counsel, accountants and experts. The Company shall indemnify the Trustee
      against any and all loss, liability, damages, claims or expense (including
      reasonable attorneys’ fees and expenses) incurred by it without negligence, bad
      faith or willful misconduct on its part in connection with the administration
      of
      this trust and the performance of its duties hereunder, including the costs
      and
      expense of enforcing this Indenture (including this
      Section 7.07
      ) and of
      defending itself against any claims (whether asserted by any Securityholder,
      the
      Company or otherwise). Failure by the Trustee to so notify the Company shall
      not
      relieve the Company of its obligations hereunder. The Company shall defend
      the
      claim, and the Trustee shall provide reasonable cooperation at the Company’s
      expense in the defense. The Trustee may have separate counsel and the Company
      shall pay the fees and expenses of such counsel,
      provided
      that the
      Company shall not be required to pay such fees and expenses if it assumes the
      Trustee’s defense, and, in the reasonable judgment of outside counsel to the
      Trustee, there is no conflict of interest between the Company and the Trustee
      in
      connection with such defense. Notwithstanding the foregoing, the Company need
      not reimburse any expense or indemnify against any loss, liability or expense
      which is finally determined by a court of competent jurisdiction to have been
      incurred by the Trustee through the Trustee’s own willful misconduct, negligence
      or bad faith.

    


              To
      secure the Company’s payment obligations in this Section, the Trustee shall have
      a lien prior to the Securities on all money or property held or collected by
      the
      Trustee other than money or property held in trust to pay principal of and
      interest on particular Securities. Such lien shall survive the satisfaction
      and
      discharge of this Indenture. The Trustee’s right to receive payment of any
      amounts due under this
      Section 7.07
      shall
      not be subordinate to any other liability or Indebtedness of the
      Company.

    


              The
      Company’s payment obligations pursuant to this Section shall survive the
      discharge of this Indenture. When the Trustee incurs expenses after the
      occurrence of an Event of Default specified in clause (iv) or clause
      (v) of
      Section 6.01
      with
      respect to the Company, the expenses are intended to constitute expenses of
      administration under any Bankruptcy Law.

    


              SECTION
      7.08.
      Replacement of Trustee.
      A
      resignation or removal of the Trustee and appointment of a successor Trustee
      shall become effective only upon the successor Trustee’s acceptance of
      appointment as provided in this
      Section 7.08.

    


              The
      Trustee may resign and be discharged from the trust hereby created with respect
      to one or more or all series of Securities by so notifying the Company in
      writing. The Holders of a majority in principal amount of the then outstanding
      Securities of any series may remove the Trustee with respect to that series
      by
      so notifying the Trustee and the Company in writing. The Company may remove
      the
      Trustee with respect to one or more or all series of Securities if: (i) the
      Trustee fails to comply with
      Section 7.10
      or TIA
      Section 310; (ii) the Trustee is adjudged a bankrupt or an insolvent
      or an order for relief is entered with respect to the Trustee under any
      Bankruptcy Law; (iii) a Custodian or public officer takes charge of the
      Trustee or its property; or (iv) the Trustee becomes incapable of
      acting.


    
      
        
        

      

      
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              If,
      as to any series of Securities, the Trustee resigns or is removed or if a
      vacancy exists in the office of the Trustee for any reason, the Company shall
      promptly appoint a successor Trustee for that series of Securities. The Trustee
      shall be entitled to payment of its fees and reimbursement of its expenses
      while
      acting as Trustee. Within one year after the successor Trustee takes office,
      the
      Holders of at least a majority in principal amount of then outstanding
      Securities of that series may appoint a successor Trustee to replace the
      successor Trustee appointed by the Company.

    


              Any
      Holder of Securities of that series may petition any court of competent
      jurisdiction for the removal of the Trustee and the appointment of a successor
      Trustee if the Trustee fails to comply with
      Section 7.10.

    


              A
      successor Trustee as to any series of Securities shall deliver a written
      acceptance of its appointment to the retiring Trustee and to the Company.
      Thereupon the resignation or removal of the retiring Trustee shall become
      effective, and the successor Trustee shall have all the rights, powers and
      duties of the Trustee under this Indenture. The Company shall mail a notice
      of
      the successor Trustee’s succession to the Holders. The retiring Trustee shall
      promptly transfer all property held by it as Trustee to the successor Trustee,
      subject to the lien provided for in
      Section 7.07.
      Notwithstanding replacement of the Trustee pursuant to this
      Section 7.08,
      the
      Company’s obligations under
      Section 7.07
      hereof
      shall continue for the benefit of the retiring Trustee with respect to expenses,
      losses and liabilities incurred by it prior to such replacement.

    


              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) shall
      contain such provisions as shall be 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
      or desirable to provide for or facilitate the administration of the trusts
      hereunder by more than one Trustee;
      provided,
      however,
      that
      nothing herein or in such supplemental indenture shall constitute such Trustees
      to be co-Trustees of the same trust and that each such Trustee shall be Trustee
      of a trust hereunder separate and apart from any trust hereunder administered
      by
      any other such Trustee.

    


              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.

    


              SECTION
      7.09.
      Successor Trustee by Merger, Etc.
      Subject
      to Section 7.10, if the Trustee consolidates with, merges or converts into,
      or transfers all or substantially all of its corporate trust business to,
      another corporation or national banking association, the successor entity
      without any further act shall be the successor Trustee as to that series of
      Securities.

    


              SECTION
      7.10.
      Eligibility; Disqualification.
      Each
      series of Securities shall always have a Trustee who satisfies the requirements
      of TIA Section 310(a) (1), (2) and (5). The Trustee as to any series of
      Securities shall always have a combined capital and surplus of at least $100
      million as set forth in its most recent published annual report of condition.
      The Trustee is subject to TIA Section 310(b).

    


              SECTION
      7.11.
      Preferential Collection of Claims Against the Company.
      The
      Trustee is subject to TIA Section 311(a), excluding any creditor
      relationship listed in TIA Section 311 (b). A Trustee who has resigned or
      been removed shall be subject to TIA Section 311(a) to the extent indicated
      therein.

     

    
      
        
        

      

      
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    ARTICLE
      VIII

    DISCHARGE
      OF INDENTURE

    


              SECTION
      8.01.
      Satisfaction and Discharge of Indenture.
      This
      Indenture shall cease to be of further effect (except as to any surviving rights
      of registration of transfer or exchange of Securities herein expressly provided
      for), and the Trustee, at the expense of the Company, shall execute proper
      instruments acknowledging satisfaction and discharge of this Indenture,
      when

              (a) either

    (i) 
      all Securities theretofore authenticated and delivered (other than Securities
      that have been destroyed, lost or stolen and that have been replaced or paid)
      have been delivered to the Trustee for cancellation; or

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

    (iii) have
      become due and payable, or

    (iv) will
      become due and payable at their stated maturity within one year, or

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

    (vi) are
      deemed paid and discharged pursuant to Section 8.03, as
      applicable;

    


    and
      the
      Company, in the case of (1), (2) or (3) above, has deposited or caused
      to be deposited with the Trustee as trust funds in trust an amount sufficient
      for the purpose of paying and discharging the entire indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for
      principal and interest to the date of such deposit (in the case of Securities
      which have become due and payable on or prior to the date of such deposit)
      or to
      the stated maturity or redemption date, as the case may be;

    


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

    


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

    


              Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under
      Section 7.07,
      and, if
      money shall have been deposited with the Trustee pursuant to clause (a) of
      this Section or if money or obligations shall have been deposited with or
      received by the Trustee pursuant to
      Section 8.03,
      the
      obligations of the Trustee under
      Section 8.02
      and
      Section 8.05
      shall
      survive.

    


              SECTION
      8.02.
      Application of Trust Funds; Indemnification.

    


              (a) Subject
      to the provisions of
      Section 8.05,
      all
      money deposited with the Trustee pursuant to
      Section 8.01,
      all
      money and U.S. Government Obligations deposited with the Trustee pursuant
      to
      Section 8.03
      or
      8.04
      and all
      money received by the Trustee in respect of U.S. Government Obligations
      deposited with the Trustee pursuant to
      Section 8.03
      or
      8.04,
      shall
      be held in trust and applied by it, in accordance with the provisions of the
      Securities and this Indenture, to the payment, either directly or through any
      Paying Agent (including the Company acting as its own Paying Agent) as the
      Trustee may determine, to the persons entitled thereto, of the principal and
      interest for whose payment such money has been deposited with or received by
      the
      Trustee or to make mandatory sinking fund payments or analogous payments as
      contemplated by
      Sections 8.03
      and
      8.04.
      

    


              (b) The
      Company shall pay and shall indemnify the Trustee against any tax, fee or other
      charge imposed on or assessed against U.S. Government Obligations deposited
      pursuant to
      Sections 8.03
      or
      8.04
      or the
      interest and principal received in respect of such obligations other than any
      payable by or on behalf of Holders.

    


              (c) The
      Trustee shall deliver or pay to the Company from time to time upon the request
      of the Company any U.S. Government Obligations or money held by it as provided
      in
      Sections 8.03
      or
      8.04
      which,
      in the opinion of a nationally recognized firm of independent certified public
      accountants expressed in a written certification thereof delivered to the
      Trustee, are then in excess of the amount thereof which then would have been
      required to be deposited for the purpose for which such U.S. Government
      Obligations or money were deposited or received. This provision shall not
      authorize the sale by the Trustee of any U.S. Government Obligations held under
      this Indenture.


    
      
        
        

      

      
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              SECTION
      8.03.
      Legal Defeasance of Securities of any Series.
      Unless
      this
      Section 8.03
      is
      otherwise specified to be inapplicable to Securities of any series, the Company
      shall be deemed to have paid and discharged the entire indebtedness on all
      the
      outstanding Securities of any such series on the 91st day after the date of
      the
      deposit referred to in subparagraph (a) hereof, and the provisions of this
      Indenture, as it relates to such outstanding Securities of such series, shall
      no
      longer be in effect (and the Trustee, at the expense of the Company, shall,
      upon
      the request of the Company, execute proper instruments acknowledging the same),
      except as to:

    


              (i) the
      rights of Holders of Securities of such series to receive, from the trust funds
      described in subparagraph (d) hereof, (x) payment of the principal of
      an each installment of principal of or interest on the outstanding Securities
      of
      such series on the stated maturity of such principal of or interest and
      (y) the benefit of any mandatory sinking fund payments applicable to the
      Securities of such series on the day on which such payments are due and payable
      in accordance with the terms of this Indenture and the Securities of such
      series;

    


              (ii) the
      Company’s obligations with respect to such Securities of such series
      under
      Sections 2.03,
      2.06
      and
      2.07;
      and

    


              (iii) the
      rights, powers, trust and immunities of the Trustee hereunder and the duties
      of
      the Trustee under
      Section 8.02
      and the
      duty of the Trustee to authenticate Securities of such series issued on
      registration of transfer of exchange;

    


              provided
      that, the following conditions shall have been satisfied:

    


              (a) the
      Company shall have deposited or caused to be deposited irrevocably with the
      Trustee as trust funds in trust for the purpose of making the following
      payments, specifically pledged as Security for and dedicated solely to the
      benefit of the Holders of such Securities, cash in U.S. Dollars and/or U.S.
      Government Obligations which through the payment of interest and principal
      in
      respect thereof, in accordance with their terms, will provide (and without
      reinvestment and assuming no tax liability will be imposed on such Trustee),
      not
      later than one day before the due date of any payment of money, an amount in
      cash, sufficient, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered to
      the
      Trustee, to pay and discharge each installment of principal (including mandatory
      sinking fund or analogous payments) of and interest, if any, on all the
      Securities of such series on the dates such installments of interest or
      principal are due;

    


              (b) such
      deposit will not result in a breach or violation of, or constitute a default
      under, this Indenture;

    


              (c) no
      Default or Event of Default with respect to the Securities of such series shall
      have occurred on the date of such deposit and 91 days shall have passed
      after the deposit has been made, and, during such 91 day period, no Default
      specified in Section 6.0l(iv) or (v) with respect to the Company
      occurs which is continuing at the end of such period;

    


              (d) the
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel to the effect that (i) the Company has received from, or
      there has been published by, the Internal Revenue Service a ruling, or
      (ii) since the date of execution of this Indenture, there has been a change
      in the applicable Federal income tax law, in either case to the effect that,
      and
      based thereon such Opinion of Counsel shall confirm that, the Holders of the
      Securities of such series will not recognize income, gain or loss for Federal
      income tax purposes as a result of such deposit, defeasance and discharge and
      will be subject to Federal income tax on the same amount and in the same manner
      and at the same times as would have been the case if such deposit, defeasance
      and discharge had not occurred;


    
      
        
        

      

      
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              (e) the
      Company shall have delivered to the Trustee an Officers’ Certificate stating
      that the deposit was not made by the Company with the intent of preferring
      the
      Holders of the Securities of such series over any other creditors of the Company
      or with the intent of defeating, hindering, delaying or defrauding any other
      creditors of the Company;

    


              (f) such
      deposit shall not result in the trust arising from such deposit constituting
      an
      investment company (as defined in the Investment Company Act of 1940, as
      amended), or such trust shall be qualified under such Act or exempt from
      regulation thereunder; and

    


      
            (g) the Company shall have delivered to the
      Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
      all conditions precedent relating to the defeasance contemplated by this Section
      have been complied with.

    


              SECTION
      8.04.
      Covenant Defeasance.
      Unless
      this
      Section 8.04
      is
      otherwise inapplicable to Securities of any series, on and after the 91st day
      after the date of the deposit referred to in subparagraph (a) hereof, the
      Company may omit to comply with any term, provision or condition set forth
      under
      Sections 4.03,
      4.04
      and
      4.05
      as well
      as any additional covenants contained in a supplemental indenture hereto for
      a
      particular series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to
      Section 2.01
      (and the
      failure to comply with any such provisions shall not constitute a Default or
      Event of Default under
      Section 6.01
      ) and
      the occurrence of any event described in clause (e) of
      Section 6.01
      shall
      not constitute a Default or Event of Default hereunder, with respect to the
      Securities of such series, provided that the following conditions shall have
      been satisfied:

    


              (a) With
      reference to this
      Section 8.04,
      the
      Company has deposited or caused to be irrevocably deposited (except as provided
      in
      Section 8.03
      ) with
      the Trustee as trust funds in trust, specifically pledged as Security for,
      and
      dedicated solely to, the benefit of the Holders of such Securities, cash in
      U.S.
      Dollars and/or U.S. Government Obligations which through the payment of interest
      and principal in respect thereof, in accordance with their terms, will provide
      (and without reinvestment and assuming no tax liability will be imposed on
      such
      Trustee), not later than one day before the due date of any payment of money,
      an
      amount in cash, sufficient, in the opinion of a nationally recognized firm
      of
      independent certified public accountants expressed in a written certification
      thereof delivered to the Trustee, to pay principal and interest, if any, on
      and
      any mandatory sinking fund in respect of the Securities of such series on the
      dates such installments of interest or principal are due;

    


              (b) Such
      deposit will not result in a breach or violation of, or constitute a default
      under, this Indenture;

    


              (c) No
      Default or Event of Default with respect to the Securities of such series shall
      have occurred on the date of such deposit and 91 days shall have passed
      after the deposit has been made, and, during such 91 day period, no Default
      specified in Section 6.01(iv) or (v) with respect to the Company
      occurs which is continuing at the end of such period;

    


              (d) The
      Company shall have delivered to the Trustee an Opinion of Counsel confirming
      that Holders of the Securities of such series will not recognize income, gain
      or
      loss for federal income tax purposes as a result of such deposit and defeasance
      and will be subject to federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such deposit and
      defeasance had not Occurred;

    


              (e) The
      Company shall have delivered to the Trustee an Officers’ Certificate stating the
      deposit was not made by the Company with the intent of preferring the Holders
      of
      the Securities of such series over any other creditors of the Company or with
      the intent of defeating, hindering, delaying or defrauding any other creditors
      of the Company; and


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


              (f) The
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent herein provided
      for relating to the defeasance contemplated by this Section have been complied
      with.

    


              SECTION
      8.05.
      Repayment to Company.
      The
      Trustee and the Paying Agent shall pay to the Company upon request any money
      held by them for the payment of principal or interest that remains unclaimed
      for
      two years after the date upon which such payment shall have become due. After
      payment to the Company, Holders entitled to the money must look to the Company
      for payment as general creditors unless an applicable abandoned property law
      designates another Person.

    


    ARTICLE
      IX

    AMENDMENTS,
      SUPPLEMENTS AND WAIVERS

    


              SECTION
      9.01.
      Without Consent of Holders.
      The
      Company and the Trustee may amend this Indenture or the Securities without
      the
      consent of any Holder: (i) to cure any ambiguity, defect or inconsistency
      or make any change required to qualify the indenture under the TIA, provided
      that such change does not adversely affect the rights hereunder of any Holder
      in
      any material respect; (ii) to comply with
      Section 5.01
      ;
      (iii) to provide for uncertificated Securities in addition to certificated
      Securities; (iv) to make any change that does not adversely affect in any
      material respect the rights hereunder of any Holder; (v) to add to, change
      or eliminate any of the provisions of this Indenture in respect of one or more
      series of Securities,
      provided,
      however,
      that
      any such addition, change or elimination (A) shall neither (i) apply
      to any Security of any series created prior to the execution of such
      supplemental indenture and entitled to the benefit of such provision nor
      (ii) modify the rights of the holder of any such Security with respect to
      such provision or (B) shall become effective only when there is no
      outstanding Security of any series created prior to the execution of such
      supplemental indenture and entitled to the benefit of such provisions; or
      (vi) to establish additional series of Securities as permitted
      by
      Section 2.01.

    


              SECTION
      9.02.
      With Consent of Holders.
      The
      Company and the Trustee as to any series of Securities may amend this Indenture
      or the Securities of that series or waive compliance in any particular instance
      with any provision of this Indenture or the Securities of that series, in each
      case with the written consent of the Holders of at least a majority in principal
      amount of the then outstanding Securities of that series.

    


              Without
      the consent of each Holder affected, an amendment or waiver under this Section
      may not: (i) reduce the principal amount of Securities, whose Holders must
      consent to an amendment or waiver; (ii) reduce the rate of or change the
      time for payment of interest on any Security; (iii) change the date on which
      any
      Security may be subject to redemption or repurchase, or reduce the redemption
      or
      repurchase price therefor; (iv) make any Security payable in currency other
      than that stated in the Security; or (v) make any change in
      Section 6.04,
      6.07
      or this
      sentence.

    


              It
      shall not be necessary for the consent of the Holders under this Section to
      approve the particular form of any proposed amendment or waiver, but it shall
      be
      sufficient if such consent approves the substance thereof.

    


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

    


              The
      Company will mail supplemental indentures to Holders upon request. Any failure
      of the Company to mail such notice, or any defect therein, shall not, however,
      in any way impair or affect the validity of any such supplemental indenture
      or
      waiver.

    


              SECTION
      9.03.
      Compliance with Trust Indenture Act.
      Every
      amendment to this Indenture or the Securities shall be set forth in a
      supplemental indenture that complies with the TIA as then in
      effect.


    
      
        
        

      

      
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              SECTION
      9.04.
      Revocation and Effect of Consents.
      Until an
      amendment or waiver becomes effective, a consent to it by a Holder of a Security
      is a continuing consent by the Holder and every subsequent Holder of a Security
      or portion of a Security that evidences the same debt as the consenting Holder’s
      Security, even if notation of the consent is not made on any
      Security;
      provided,
      however,
      that
      unless a record date shall have been established pursuant to
      Section 2.14,
      any
      such Holder or subsequent Holder may revoke the consent as to his Security
      or
      portion of a Security if the Trustee receives written notice of revocation
      before the date the amendment or waiver becomes effective. An amendment or
      waiver becomes effective on receipt by the Trustee of consents from the Holders
      of the requisite percentage principal amount of the outstanding Securities
      of
      any series, and thereafter shall bind every Holder of Securities of that
      series.

    


              SECTION
      9.05.
      Notation on or Exchange of Securities.
      If an
      amendment or waiver changes the terms of a Security: (a) the Trustee may
      require the Holder of the Security to deliver such Security to the Trustee,
      the
      Trustee may place an appropriate notation on the Security about the changed
      terms and return it to the Holder and the Trustee may place an appropriate
      notation on any Security thereafter authenticated; or (b) if the Company or
      the Trustee so determines, the Company in exchange for the Security shall issue
      and the Trustee shall authenticate a new Security that reflects the changed
      terms.

    


              SECTION
      9.06.
      Trustee to Sign Amendment, etc.
      The
      Trustee shall sign any amendment authorized pursuant to this
      Article IX
      if the
      amendment does not adversely affect the rights, duties, liabilities or
      immunities of the Trustee. If it does, the Trustee may, but need not sign it.
      In
      signing or refusing to sign such amendment, the Trustee shall be entitled to
      receive and shall be fully protected in relying upon an Officers’ Certificate
      and an Opinion of Counsel as conclusive evidence that such amendment is
      authorized or permitted by this Indenture and that such amendment, supplement
      or
      waiver is the legal, valid and binding obligation of the Company, enforceable
      against it in accordance with its terms, subject to customary exceptions, and
      complies with the provisions hereof (including
      Section 9.03
      ).

     

    ARTICLE
      X

    MISCELLANEOUS

    


              SECTION
      10.01.
      Trust Indenture Act Controls.
      This
      Indenture is subject to the provisions of the TIA which are required to be
      part
      of this Indenture, and shall, to the extent applicable, be governed by such
      provisions.

    


              SECTION
      10.02.
      Notices.
      Any
      notice or communication to the Company or the Trustee is duly given if in
      writing and delivered in person or mailed by first-class mail to the address
      set
      forth below:

    


    If
      to the
      Company:

    Hemispherx
      Biopharma, Inc.

    1617
      JFK
      Blvd

    Philadelphia,
      PA 19103

    Attention:
      Chief Financial Officer

    


    with
      a
      copy to:

    Silverman
      Sclar Shin & Byrne PLLC

    381
      Park
      Avenue South

    New
      York,
      New York 10022

    Attention:
      Peter Silverman, Esq.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    
      	
              If
                to the Trustee:

            
	
              [                                       ]

            
	
                                                                                                                               

            
	
                                                                                                                                  

            
	
                                                                                                                                  

            
	
              Attention:                                       

            
	
               

            
	
              With
                a copy to:

            
	
                                                                                                                                  

            
	
                                                                                                                                  

            
	
                                                                                                                                  

            
	
              Attention:                                       

            


    

    


    The
      Company or the Trustee by notice to the other may designate additional or
      different addresses for subsequent notices or communications.

    


              Any
      notice or communication to a Holder shall be mailed by first-class mail to
      his
      address shown on the register kept by the registrar. Failure to mail a notice
      or
      communication to a Holder or any defect in such notice or communication shall
      not affect its sufficiency with respect to other Holders.

    


              If
      a notice or communication is mailed or sent in the manner provided above within
      the time prescribed, it is duly given, whether or not the addressee receives
      it,
      except that notice to the Trustee shall only be effective upon receipt thereof
      by the Trustee.

    


              If
      the Company mails a notice or communication to Holders, it shall mail a copy
      to
      the Trustee and each Agent at the same time.

    


              SECTION
      10.03.
      Communication by Holders with Other Holders.
      Holders
      may communicate pursuant to TIA Section 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
      Section 312 (c)

    


              SECTION
      10.04.
      Certificate and Opinion as to Conditions Precedent.
      Upon any
      request or application by the Company to the Trustee to take any action under
      this Indenture, the Company shall furnish to the Trustee: (1) an Officers’
Certificate (which shall include the statements set forth in Section 10.05)
      stating that, in the opinion of the signers, all conditions precedent and
      covenants, if any, provided for in this Indenture relating to the proposed
      action have been complied with; and (ii) an Opinion of Counsel (which shall
      include the statements set forth in Section 10.05) stating that, in the
      opinion of such counsel, all such conditions precedent and covenants have been
      complied with.

    


              SECTION
      10.05.
      Statements Required in Certificate or Opinion.
      Each
      certificate (other than certificates provided pursuant to
      Section 4.04
      ) or
      opinion with respect to compliance with a condition or covenant provided for
      in
      this Indenture shall include: (i) a statement that the person making such
      certificate or opinion has read such covenant or condition; (ii) a brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based; (iii) a statement that, in the opinion of such person, he or she has
      made such examination or investigation as is necessary to enable him to express
      an informed opinion as to whether or not such covenant or condition has been
      complied with; and (iv) a statement as to whether or not, in the opinion of
      such person, such condition or covenant has been complied with;
      provided,
      however,
      that
      with respect to matters of fact, an Opinion of Counsel may rely on an Officers’
Certificate or certificate of public officials.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


              SECTION
      10.06.
      Rules by Trustee and Agents.
      The
      Trustee may make reasonable rules for action by or for a meeting of Holders.
      The
      Registrar or Paying Agent may make reasonable rules and set reasonable
      requirements for its functions.

    


              SECTION
      10.07.
      Legal Holidays.
      A
“Legal
      Holiday”
is
      a
      Saturday, a Sunday or a day on which banking institutions in the City of New
      York are not required or authorized to be open. If a payment date is a Legal
      Holiday at a place of payment, payment may be made at that place on the next
      succeeding day that is not a Legal Holiday, and no interest shall accrue for
      the
      intervening period.

    


              SECTION
      10.08.
      Duplicate Originals.
      The
      parties may sign any number of copies of this Indenture. One signed copy is
      enough to prove this Indenture.

    


              SECTION
      10.09.
      Governing Law.
      The
      internal laws of the State of New York shall govern this Indenture and the
      Securities, without regard to the conflicts of Law rules thereof.

    


              SECTION
      10.10.
      No Adverse Interpretation of Other Agreements.
      This
      Indenture may not be used to interpret another indenture, loan or debt agreement
      of the Company or any subsidiary. Any such indenture, loan or debt agreement
      may
      not be used to interpret this Indenture.

    


              SECTION
      10.11.
      Successors.
      All
      agreements of the Company in this Indenture and the Securities shall bind their
      respective successors. All agreements of the Trustee in this Indenture shall
      bind its successor.

    


              SECTION
      10.12.
      Severability.
      In case
      any provision in this Indenture or in the Securities shall be invalid, illegal
      or unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

    


    [Signature
      Page Follows]


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


              SECTION
      10.13.
      Counterpart Originals.
      This
      Indenture may be signed in one or more counterparts. Each signed copy shall
      be
      an original, but all of them together represent the same agreement.

    


    
      	
               

            	
              HEMISPHERX
                BIOPHARMA, INC.  

            
	
               

            	
               
                       

            	
               

            	
               
                   

            
	
               

            	
              By:
                 

            	
                
                

            	
               
                   

            
	
               

            	
               
                       

            	
               

            	
               
                   

            
	
               

            	
              Name:
                 

            	
               

            	
               
                   

            
	
               

            	
              Title:
                 

            	
               

            	
               
                   

            
	
               

            	
               
                       

            	
               

            	
               
                   

            
	
               

            	
              Dated:
                 

            	
               
                

            	
               
                   

            
	
               

            	
               
                       

            	
               

            	
               
                   

            


    

     

    
      	
               

            	
              [
                     

            	
               

            	
              ]
                   

            


    

     

    
      	
               

            	
              By:
                 

            	
               
                

            	
               
                   

            
	
               

            	
               
                       

            	
               

            	
               
                   

            
	
               

            	
              Name:
                 

            	
               

            	
               
                   

            
	
               

            	
              Title:
                 

            	
               

            	
               
                   

            
	
               

            	
               
                       

            	
               

            	
               
                   

            
	
               

            	
              Dated:
                 

            	
               
                

            	
               
                   

            


    

     

    
      
        
        

      

      
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