Exhibit
      4.3 

     

    Form
      of Indenture 

     

    SYNTHEMED,
      INC.

    ISSUER
      

     

    and

     

    [                                      
        ]
      

    INDENTURE
      TRUSTEE 

     

    INDENTURE
      

     

    Dated
      as
      of ________, _____ 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS 

     

    
      	
               

            	 	
               

            	 	
              Page

            	 
	
              ARTICLE
                I

            	 	 	
              DEFINITIONS
                AND INCORPORATION BY REFERENCE

            	 	 	
              1

            	 
	 	 	 	 	 	 	 	 
	
              Section
                1.01

            	 	 	
              Definitions

            	 	 	
              1

            	 
	
              Section
                1.02

            	 	 	
              Other
                Definitions

            	 	 	
              5

            	 
	
              Section
                1.03

            	 	 	
              Incorporation
                by Reference of Trust Indenture Act

            	 	 	
              5

            	 
	
              Section
                1.04

            	 	 	
              Rules
                of Construction

            	 	 	
              6

            	 
	 	 	 	 	 	 	 	 
	
              ARTICLE
                II

            	 	 	
              THE
                SECURITIES

            	 	 	
              6

            	 
	 	 	 	 	 	 	 	 
	
              Section
                2.01

            	 	 	
              Issuable
                in Series

            	 	 	
              6

            	 
	
              Section
                2.02

            	 	 	
              Establishment
                of Terms of Series of Securities

            	 	 	
              6

            	 
	
              Section
                2.03

            	 	 	
              Execution
                and Authentication

            	 	 	
              8

            	 
	
              Section
                2.04

            	 	 	
              Registrar
                and Paying Agent

            	 	 	
              9

            	 
	
              Section
                2.05

            	 	 	
              Paying
                Agent to Hold Money in Trust

            	 	 	
              10

            	 
	
              Section
                2.06

            	 	 	
              Holder
                Lists

            	 	 	
              10

            	 
	
              Section
                2.07

            	 	 	
              Transfer
                and Exchange

            	 	 	
              10

            	 
	
              Section
                2.08

            	 	 	
              Mutilated,
                Destroyed, Lost and Stolen Securities

            	 	 	
              10

            	 
	
              Section
                2.09

            	 	 	
              Outstanding
                Securities

            	 	 	
              11

            	 
	
              Section
                2.10

            	 	 	
              Treasury
                Securities

            	 	 	
              11

            	 
	
              Section
                2.11

            	 	 	
              Temporary
                Securities

            	 	 	
              12

            	 
	
              Section
                2.12

            	 	 	
              Cancellation

            	 	 	
              12

            	 
	
              Section
                2.13

            	 	 	
              Defaulted
                Interest

            	 	 	
              12

            	 
	
              Section
                2.14

            	 	 	
              Global
                Securities

            	 	 	
              12

            	 
	
              Section
                2.15

            	 	 	
              CUSIP
                Numbers

            	 	 	
              13

            	 
	 	 	 	
               

            	 	 	 	 
	
              ARTICLE
                III

            	 	 	
              REDEMPTION

            	 	 	
              14

            	 
	 	 	 	
               

            	 	 	 	 
	
              Section
                3.01

            	 	 	
              Notice
                to Trustee

            	 	 	
              14

            	 
	
              Section
                3.02

            	 	 	
              Selection
                of Securities to be Redeemed

            	 	 	
              14

            	 
	
              Section
                3.03

            	 	 	
              Notice
                of Redemption

            	 	 	
              14

            	 
	
              Section
                3.04

            	 	 	
              Effect
                of Notice of Redemption

            	 	 	
              15

            	 
	
              Section
                3.05

            	 	 	
              Deposit
                of Redemption Price

            	 	 	
              15

            	 
	
              Section
                3.06

            	 	 	
              Securities
                Redeemed in Part

            	 	 	
              15

            	 


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS 

     

    (continued)
      

     

    
      	
               

            	 	
               

            	 	
              Page

            	 
	
              ARTICLE
                IV

            	 	 	
              COVENANTS

            	 	 	
              15

            	 
	 	 	 	 	 	 	 	 
	
              Section
                4.01

            	 	 	
              Payment
                of Principal and Interest

            	 	 	
              15

            	 
	
              Section
                4.02

            	 	 	
              SEC
                Reports

            	 	 	
              15

            	 
	
              Section
                4.03

            	 	 	
              Compliance
                Certificate

            	 	 	
              16

            	 
	
              Section
                4.04

            	 	 	
              Stay,
                Extension and Usury Laws

            	 	 	
              16

            	 
	 	 	 	
               

            	 	 	 	 
	
              ARTICLE
                V

            	 	 	
              SUCCESSORS

            	 	 	
              16

            	 
	 	 	 	
               

            	 	 	 	 
	
              Section
                5.01

            	 	 	
              When
                Company May Merge, Etc

            	 	 	
              16

            	 
	
              Section
                5.02

            	 	 	
              Successor
                Corporation Substituted

            	 	 	
              16

            	 
	 	 	 	
               

            	 	 	 	 
	
              ARTICLE
                VI

            	 	 	
              DEFAULTS
                AND REMEDIES

            	 	 	
              17

            	 
	 	 	 	
               

            	 	 	 	 
	
              Section
                6.01

            	 	 	
              Events
                of Default

            	 	 	
              17

            	 
	
              Section
                6.02

            	 	 	
              Acceleration
                of Maturity; Rescission and Annulment

            	 	 	
              18

            	 
	
              Section
                6.03

            	 	 	
              Collection
                of Indebtedness and Suits for Enforcement by Trustee

            	 	 	
              18

            	 
	
              Section
                6.04

            	 	 	
              Trustee
                May File Proofs of Claim

            	 	 	
              19

            	 
	
              Section
                6.05

            	 	 	
              Trustee
                May Enforce Claims Without Possession of Securities

            	 	 	
              20

            	 
	
              Section
                6.06

            	 	 	
              Application
                of Money Collected

            	 	 	
              20

            	 
	
              Section
                6.07

            	 	 	
              Limitation
                on Suits

            	 	 	
              20

            	 
	
              Section
                6.08

            	 	 	
              Unconditional
                Right of Holders to Receive Principal and Interest

            	 	 	
              21

            	 
	
              Section
                6.09

            	 	 	
              Restoration
                of Rights and Remedies

            	 	 	
              21

            	 
	
              Section
                6.10

            	 	 	
              Rights
                and Remedies Cumulative

            	 	 	
              21

            	 
	
              Section
                6.11

            	 	 	
              Delay
                or Omission Not Waiver

            	 	 	
              21

            	 
	
              Section
                6.12

            	 	 	
              Control
                by Holders

            	 	 	
              21

            	 
	
              Section
                6.13

            	 	 	
              Waiver
                of Past Defaults

            	 	 	
              22

            	 
	
              Section
                6.14

            	 	 	
              Undertaking
                for Costs

            	 	 	
              22

            	 
	 	 	 	
               

            	 	 	 	 
	
              ARTICLE
                VII

            	 	 	
              TRUSTEE

            	 	 	
              22

            	 
	 	 	 	 	 	 	 	 
	
              Section
                7.01

            	 	 	
              Duties
                of Trustee

            	 	 	
              22

            	 
	
              Section
                7.02

            	 	 	
              Rights
                of Trustee

            	 	 	
              24

            	 
	
              Section
                7.03

            	 	 	
              Individual
                Rights of Trustee

            	 	 	
              24

            	 
	
              Section
                7.04

            	 	 	
              Trustee’s
                Disclaimer

            	 	 	
              25

            	 
	
              Section
                7.05

            	 	 	
              Notice
                of Defaults

            	 	 	
              25

            	 
	
              Section
                7.06

            	 	 	
              Reports
                by Trustee to Holders

            	 	 	
              25

            	 
	
              Section
                7.07

            	 	 	
              Compensation
                and Indemnity

            	 	 	
              25

            	 


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS 

     

    (continued)
      

     

    
      	
               

            	 	
               

            	 	
              Page

            	 
	
              Section
                7.08

            	 	 	
              Replacement
                of Trustee

            	 	 	
              26

            	 
	
              Section
                7.09

            	 	 	
              Successor
                Trustee by Merger, etc

            	 	 	
              27

            	 
	
              Section
                7.10

            	 	 	
              Eligibility;
                Disqualification

            	 	 	
              27

            	 
	
              Section
                7.11

            	 	 	
              Preferential
                Collection of Claims Against Company

            	 	 	
              27

            	 
	 	 	 	 	 	 	 	 
	
              ARTICLE
                VIII

            	 	 	
              SATISFACTION
                AND DISCHARGE; DEFEASANCE

            	 	 	
              27

            	 
	 	 	 	 	 	 	 	 
	
              Section
                8.01

            	 	 	
              Satisfaction
                and Discharge of Indenture

            	 	 	
              27

            	 
	
              Section
                8.02

            	 	 	
              Application
                of Trust Funds; Indemnification

            	 	 	
              28

            	 
	
              Section
                8.03

            	 	 	
              Legal
                Defeasance of Securities of any Series

            	 	 	
              29

            	 
	
              Section
                8.04

            	 	 	
              Covenant
                Defeasance

            	 	 	
              30

            	 
	
              Section
                8.05

            	 	 	
              Repayment
                to Company

            	 	 	
              31

            	 
	
              Section
                8.06

            	 	 	
              Reinstatement

            	 	 	
              31

            	 
	 	 	 	
               

            	 	 	 	 
	
              ARTICLE
                IX

            	 	 	
              AMENDMENTS
                AND WAIVERS

            	 	 	
              32

            	 
	 	 	 	 	 	 	 	 
	
              Section
                9.01

            	 	 	
              Without
                Consent of Holders

            	 	 	
              32

            	 
	
              Section
                9.02

            	 	 	
              With
                Consent of Holders

            	 	 	
              33

            	 
	
              Section
                9.03

            	 	 	
              Limitations

            	 	 	
              33

            	 
	
              Section
                9.04

            	 	 	
              Compliance
                with Trust Indenture Act

            	 	 	
              34

            	 
	
              Section
                9.05

            	 	 	
              Revocation
                and Effect of Consents

            	 	 	
              34

            	 
	
              Section
                9.06

            	 	 	
              Notation
                on or Exchange of Securities

            	 	 	
              34

            	 
	
              Section
                9.07

            	 	 	
              Trustee
                Protected

            	 	 	
              34

            	 
	 	 	 	
               

            	 	 	 	 
	
              ARTICLE
                X

            	 	 	
              MISCELLANEOUS

            	 	 	
              34

            	 
	 	 	 	
               

            	 	 	 	 
	
              Section
                10.01

            	 	 	
              Trust
                Indenture Act Controls

            	 	 	
              34

            	 
	
              Section
                10.02

            	 	 	
              Notices

            	 	 	
              35

            	 
	
              Section
                10.03

            	 	 	
              Communication
                by Holders with Other Holders

            	 	 	
              35

            	 
	
              Section
                10.04

            	 	 	
              Certificate
                and Opinion as to Conditions Precedent

            	 	 	
              35

            	 
	
              Section
                10.05

            	 	 	
              Statements
                Required in Certificate or Opinion

            	 	 	
              36

            	 
	
              Section
                10.06

            	 	 	
              Rules
                by Trustee and Agents

            	 	 	
              36

            	 
	
              Section
                10.07

            	 	 	
              Legal
                Holidays

            	 	 	
              36

            	 
	
              Section
                10.08

            	 	 	
              No
                Recourse Against Others

            	 	 	
              36

            	 
	
              Section
                10.09

            	 	 	
              Counterparts

            	 	 	
              36

            	 
	
              Section
                10.10

            	 	 	
              Governing
                Laws

            	 	 	
              36

            	 


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS 

     

    (continued)
      

     

    
      	
               

            	 	
               

            	 	
              Page

            	 
	
              Section
                10.11

            	 	 	
              No
                Adverse Interpretation of Other Agreements

            	 	 	
              37

            	 
	
              Section
                10.12

            	 	 	
              Successors

            	 	 	
              37

            	 
	
              Section
                10.13

            	 	 	
              Severability

            	 	 	
              37

            	 
	
              Section
                10.14

            	 	 	
              Table
                of Contents, Headings, Etc

            	 	 	
              37

            	 
	
              Section
                10.15

            	 	 	
              Securities
                in a Foreign Currency

            	 	 	
              37

            	 
	
              Section
                10.16

            	 	 	
              Judgment
                Currency

            	 	 	
              37

            	 
	 	 	 	 	 	 	 	 
	
              ARTICLE
                XI

            	 	 	
              SINKING
                FUNDS

            	 	 	
              38

            	 
	 	 	 	 	 	 	 	 
	
              Section
                11.01

            	 	 	
              Applicability
                of Article

            	 	 	
              38

            	 
	
              Section
                11.02

            	 	 	
              Satisfaction
                of Sinking Fund Payments with Securities

            	 	 	
              38

            	 
	
              Section
                11.03

            	 	 	
              Redemption
                of Securities for Sinking Fund

            	 	 	
              39

            	 


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    SYNTHEMED,
      INC.

    Reconciliation
      and tie between Trust Indenture Act of 1939 and 

    Indenture,
      dated as of_______, ____ 

     

    
      	
              Section
                310

            	
                

            	
              (a)(1)

            	
                

            	
              7.10

            
	 	
                

            	
              (a)(2)

            	
                

            	
              7.10

            
	 	
                

            	
              (a)(3)

            	
                

            	
              NOT
                APPLICABLE

            
	 	
                

            	
              (a)(4)

            	
                

            	
              NOT
                APPLICABLE

            
	 	
                

            	
              (a)(5)

            	
                

            	
              7.10

            
	 	
                

            	
              (b)

            	
                

            	
              7.10

            
	
              Section
                311

            	
                

            	
              (a)

            	
                

            	
              7.11

            
	 	
                

            	
              (b)

            	
                

            	
              7.11

            
	 	
                

            	
              (c)

            	
                

            	
              NOT
                APPLICABLE

            
	
              Section
                312

            	
                

            	
              (a)

            	
                

            	
              2.06

            
	 	
                

            	
              (b)

            	
                

            	
              10.03

            
	 	
                

            	
              (c)

            	
                

            	
              10.03

            
	
              Section
                313

            	
                

            	
              (a)

            	
                

            	
              7.06

            
	 	
                

            	
              (b)(1)

            	
                

            	
              7.06

            
	 	
                

            	
              (b)(2)

            	
                

            	
              7.06

            
	 	
                

            	
              (c)(1)

            	
                

            	
              7.06

            
	 	
                

            	
              (d)

            	
                

            	
              7.06

            
	
              Section
                314

            	
                

            	
              (a)

            	
                

            	
              4.02,
                10.05

            
	 	
                

            	
              (b)

            	
                

            	
              NOT
                APPLICABLE

            
	 	
                

            	
              (c)(1)

            	
                

            	
              10.04

            
	 	
                

            	
              (c)(2)

            	
                

            	
              10.04

            
	 	
                

            	
              (c)(3)

            	
                

            	
              NOT
                APPLICABLE

            
	 	
                

            	
              (d)

            	
                

            	
              NOT
                APPLICABLE

            
	 	
                

            	
              (e)

            	
                

            	
              10.05

            
	 	
                

            	
              (f)

            	
                

            	
              NOT
                APPLICABLE

            
	
              Section
                315

            	
                

            	
              (a)

            	
                

            	
              7.01

            
	 	
                

            	
              (b)

            	
                

            	
              7.05

            
	 	
                

            	
              (c)

            	
                

            	
              7.01

            
	 	
                

            	
              (d)

            	
                

            	
              7.01

            
	 	
                

            	
              (e)

            	
                

            	
              6.14

            
	
              Section
                316

            	
                

            	
              (a)

            	
                

            	
              2.09

            
	 	
                

            	
              (a)(1)(a)

            	
                

            	
              6.12

            
	 	
                

            	
              (a)(1)(b)

            	
                

            	
              6.13

            
	 	
                

            	
              (b)

            	
                

            	
              6.08

            
	
              Section
                317

            	
                

            	
              (a)(1)

            	
                

            	
              6.03

            
	 	
                

            	
              (a)(2)

            	
                

            	
              6.04

            
	 	
                

            	
              (b)

            	
                

            	
              2.05

            
	
              Section
                318

            	
                

            	
              (a)

            	
                

            	
              10.01

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    Indenture
      dated as of_______, ____ between SyntheMed, Inc., a Delaware corporation
      (“Company”),
      and
      _______, a _______ corporation, as trustee (“Trustee”).
      

     

    Each
      party agrees as follows for the benefit of the other party and for the equal
      and
      ratable benefit of the Holders of the Securities issued under this Indenture.
      

     

    ARTICLE
      I 

    DEFINITIONS
      AND INCORPORATION BY REFERENCE 

     

    Section 1.01
      Definitions. 

     

    “Additional
      Amounts”
means
      any additional amounts which are required hereby or by any Security, under
      circumstances specified herein or therein, to be paid by the Company in respect
      of certain taxes imposed on Holders specified herein or therein and which are
      owing to such Holders. 

     

    “Affiliate”
of
      any
      specified person means any other person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      person. For the purposes of this definition, “control” (including, with
      correlative meanings, the terms “controlled by” and “under common control
      with”), as used with respect to any person, shall mean the possession, directly
      or indirectly, of the power to direct or cause the direction of the management
      or policies of such person, whether through the ownership of voting securities
      or by agreement or otherwise. 

     

    “Agent”
means
      any Registrar, Paying Agent or Service Agent. 

     

    “Applicable
      Procedures” means,
      with respect to any transfer or transaction involving a Global Security or
      beneficial interest therein, the rules and procedures of DTC or any successor
      Depositary, in each case to the extent applicable to such transaction and as
      in
      effect from time to time. 

     

    “Authorized
      Newspaper”
means
      a
      newspaper in an official language of the country of publication customarily
      published at least once a day for at least five days in each calendar week
      and
      of general circulation in the place in connection with which the term is used.
      If it shall be impractical in the opinion of the Trustee to make any publication
      of any notice required hereby in an Authorized Newspaper, any publication or
      other notice in lieu thereof that is made or given by the Trustee shall
      constitute a sufficient publication of such notice. 

     

    “Bearer”
means
      anyone in possession from time to time of a Bearer Security. 

     

    “Bearer
      Security”
means
      any Security, including any interest coupon appertaining thereto, that does
      not
      provide for the identification of the Holder thereof. 

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Board
      Resolution”
means
      a
      copy of a resolution certified by the Secretary or an Assistant Secretary of
      the
      Company to have been adopted by the Board of Directors or pursuant to
      authorization by the Board of Directors and to be in full force and effect
      on
      the date of the certificate and delivered to the Trustee. 

     

    “Business
      Day”
means,
      unless otherwise provided by Board Resolution, Officers’ Certificate or
      supplemental indenture hereto for a particular Series, any day except a
      Saturday, Sunday or a legal holiday in The City of New York on which banking
      institutions are authorized or required by law, regulation or executive order
      to
      close. 

     

    “Capital
      Interests”
      means
      any and all shares, interests, participations, rights or other equivalents
      (however designated) of capital stock, including, without limitation, with
      respect to partnerships, partnership interests (whether general or limited)
      and
      any other interest or participation that confers on a person the right to
      receive a share of the profits and losses of, or distributions of assets of,
      such partnership. 

     

    “Company”
means
      the party named as such above until a successor replaces it and thereafter
      means
      the successor. 

     

    “Company
      Order”
means
      a
      written order signed in the name of the Company by two Officers, one of whom
      must be the Company’s principal executive officer, principal financial officer
      or principal accounting officer. 

     

    “Company
      Request”
means
      a
      written request signed in the name of the Company by its Chief Executive
      Officer, Chief Financial Officer or a Vice President, and by its Treasurer,
      an
      Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
      to
      the Trustee. 

     

    “Corporate
      Trust Office”
      means
      the office of the Trustee at which at any particular time its corporate trust
      business shall be principally administered. 

     

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

     

    “Depository”
means,
      with respect to the Securities of any Series issuable or issued in whole or
      part
      in the form of one or more Global Securities, the person designated as
      Depositary for such Series by the Company, which Depository shall be a clearing
      agency registered under the Exchange Act; and if at any time there is more
      than
      one such person, “Depository” as used with respect to the Securities of any
      Series shall mean the Depository with respect to the Securities of such Series.
      

     

    “Discount
      Security”
means
      any Security that provides for an amount less than the stated principal amount
      thereof to be due and payable upon declaration of acceleration of the maturity
      thereof pursuant to Section 6.02. 

     

    “Dollars”
and
      “$”
means
      the currency of The United States of America. 

     

    “DTC”
      means
      the
      Depository Trust Company, a New York corporation. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder. 

     

    “Foreign
      Currency”
means
      any currency or currency unit issued by a government other than the government
      of The United States of America. 

     

    “Foreign
      Government Obligations”
means,
      with respect to Securities of any Series that are denominated in a Foreign
      Currency, (i) direct obligations of the government that issued or caused to
      be issued such currency for the payment of which obligations its full faith
      and
      credit is pledged or (ii) obligations of a person controlled or supervised
      by or acting as an agency or instrumentality of such government the timely
      payment of which is unconditionally guaranteed as a full faith and credit
      obligation by such government, which, in either case under clauses (i) or
      (ii), are not callable or redeemable at the option of the issuer thereof.


     

    “GAAP”
means
      generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Standards
      Board or in such other statements by such other entity as have been approved
      by
      a significant segment of the accounting profession. 

     

    “Global
      Security”
or
      “Global
      Securities”
means
      a
      Security or Securities, as the case may be, in the form established pursuant
      to
      Section 2.02 evidencing all or part of a Series of Securities, issued to
      the Depository for such Series or its nominee, and registered in the name of
      such Depository or nominee. 

     

    “Holder”
means
      a
      person in whose name a Security is registered or the holder of a Bearer
      Security. 

     

    “Indenture”
means
      this Indenture as amended or supplemented from time to time and shall include
      the form and terms of particular Series of Securities established as
      contemplated hereunder. 

     

    “interest”
with
      respect to any Discount Security which by its terms bears interest only after
      Maturity means interest payable after Maturity. 

     

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

     

    “Officer”
means
      the Chief Executive Officer, Chief Financial Officer, any Vice-President, the
      Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary
      of
      the Company. 

     

    “Officers’
      Certificate”
means
      a
      certificate signed by two Officers, one of whom must be the Company’s principal
      executive officer, principal financial officer or principal accounting officer.
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “principal”
of
      a
      Security means the principal of the Security plus, when appropriate, the
      premium, if any, on, and any Additional Amounts in respect of, the Security.
      

     

    “Responsible
      Officer”
means
      any officer of the Trustee in its Corporate Trust Office with direct
      responsibility for the administration of this Indenture and also means, with
      respect to a particular corporate trust matter, any other officer to whom any
      corporate trust matter is referred because of his or her knowledge of and
      familiarity with a particular subject. 

     

    “SEC”
means
      the Securities and Exchange Commission. 

     

    “Securities”
means
      the debentures, notes or other debt instruments of the Company of any Series
      authenticated and delivered under this Indenture. 

     

    “Series”
or
      “Series
      of Securities”
means
      each series of debentures, notes or other debt instruments of the Company
      created pursuant to Sections 2.01 and 2.02 hereof. 

     

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

     

    “Subsidiary”
      means,
      with respect to any person, any corporation, association or other business
      entity of which more than 50% of the total voting power of shares of Capital
      Interests entitled (without regard to the occurrence of any contingency) to
      vote
      in the election of directors, managers or trustees thereof or, in the case
      of a
      partnership, more than 50% of the partners’ Capital Interests (considering all
      partners’ Capital Interests as a single class), is at the time owned or
      controlled, directly or indirectly, by such person or one or more of the other
      Subsidiaries of such person or combination thereof. 

     

    “TIA”
means
      the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in
      effect on the date of this Indenture and the rules and regulations promulgated
      thereunder; provided, however, that in the event the Trust Indenture Act of
      1939
      is amended after such date, “TIA” means, to the extent required by any such
      amendment, the Trust Indenture Act as so amended. 

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “U.S.
      Government Obligations”
means
      securities which are (i) direct obligations of The United States of America
      for the payment of which its full faith and credit 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 are not callable or redeemable at the option
      of the issuer thereof, and shall also include a depository receipt issued by
      a
      bank or trust company as custodian with respect to any such U.S. Government
      Obligation or a specific payment of interest on or principal of any such U.S.
      Government Obligation held by such custodian for the account of the holder
      of a
      depository receipt, provided that (except as required by law) such custodian
      is
      not authorized to make any deduction from the amount payable to the holder
      of
      such depository receipt from any amount received by the custodian in respect
      of
      the U.S. Government Obligation evidenced by such depository receipt.


     

    Section 1.02
      Other Definitions. 

     

    
      	
              TERM

            	
                

            	
              DEFINED IN

              SECTION

            
	
              “Bankruptcy
                Law”

            	
                

            	
              6.01

            
	
              “Custodian”

            	
                

            	
              6.01

            
	
              “Event
                of Default”

            	
                

            	
              6.01

            
	
              “Judgment
                Currency”

            	
                

            	
              10.16

            
	
              “Legal
                Holiday”

            	
                

            	
              10.07

            
	
              “mandatory
                sinking fund payment”

            	
                

            	
              11.01

            
	
              “Market
                Exchange Rate”

            	
                

            	
              10.15

            
	
              “New
                York Banking Day”

            	
                

            	
              10.16

            
	
              “optional
                sinking fund payment”

            	
                

            	
              11.01

            
	
              “Paying
                Agent”

            	
                

            	
              2.04

            
	
              “Registrar”

            	
                

            	
              2.04

            
	
              “Required
                Currency”

            	
                

            	
              10.16

            
	
              “Service
                Agent”

            	
                

            	
              2.04

            
	
              “successor
                person”

            	
                

            	
              5.01

            


    

     

    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: 

     

    “Commission”
means
      the SEC. 

     

    “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. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “obligor”
on
      the
      indenture securities means the Company and any successor obligor upon the
      Securities. 

     

    All
      other
      terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by SEC rule under the TIA and not
      otherwise defined herein are used herein as so defined. 

     

    Section 1.04
      Rules of Construction. 

     

    Unless
      the context otherwise requires: 

     

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

     

    (b)
      an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles; 

     

    (c)
      references to “generally accepted accounting principles” and “GAAP” shall mean
      generally accepted accounting principles in effect as of the time when and
      for
      the period as to which such accounting principles are to be applied;


     

    (d)
“or”
      is not exclusive; 

     

    (e)
      words
      in the singular include the plural, and in the plural include the singular;
      and


     

    (f)
      provisions apply to successive events and transactions. 

     

    ARTICLE
      II 

    THE
      SECURITIES 

     

    Section 2.01
      Issuable in Series. The
      aggregate principal amount of Securities that may be authenticated and delivered
      under this Indenture is unlimited. The Securities may be issued in one or more
      Series. All Securities of a Series shall be identical except as may be set
      forth
      or determined in the manner provided in a Board Resolution, supplemental
      indenture or Officers’ Certificate detailing the adoption of the terms thereof
      pursuant to authority granted under a Board Resolution. In the case of
      Securities of a Series to be issued from time to time, the Board Resolution,
      Officers’ Certificate or supplemental indenture detailing the adoption of the
      terms thereof pursuant to authority granted under a Board Resolution may provide
      for the method by which specified terms (such as interest rate, maturity date,
      record date or date from which interest shall accrue) are to be determined.
      Securities may differ between Series in respect of any matters, provided that
      all Series of Securities shall be equally and ratably entitled to the benefits
      of the Indenture. 

     

    Section 2.02
      Establishment of Terms of Series of Securities. At
      or
      prior to the issuance of any Securities within a Series, the following shall
      be
      established (as to the Series generally, in the case of Subsection 2.02(a)
      and
      either as to such Securities within the Series or as to the Series generally
      in
      the case of Subsections 2.02(b) through 2.02(s) by or pursuant to a Board
      Resolution, and set forth or determined in the manner provided in a Board
      Resolution, supplemental indenture or an Officers’ Certificate: 

     

    (a)
      the
      form and title of the Series (which shall distinguish the Securities of that
      particular Series from the Securities of any other Series); 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b)
      the
      price or prices (expressed as a percentage of the principal amount thereof)
      at
      which the Securities of the Series will be issued; 

     

    (c)
      any
      limit upon the aggregate principal amount of the Securities of the Series which
      may be authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of the Series pursuant to
      Section 2.07, 2.08, 2.11, 3.06 or 9.06); 

     

    (d)
      the
      date or dates on which the principal of the Securities of the Series is payable;
      

     

    (e)
      the
      rate or rates (which may be fixed or variable) per annum or, if applicable,
      the
      method used to determine such rate or rates (including, but not limited to,
      any
      commodity, commodity index, stock exchange index or financial index) at which
      the Securities of the Series shall bear interest, if any, the date or dates
      from
      which such interest, if any, shall accrue, the date or dates on which such
      interest, if any, shall commence and be payable and any regular record date
      for
      the interest payable on any interest payment date; 

     

    (f)
      the
      place or places where the principal of and interest, if any, on the Securities
      of the Series shall be payable, where the Securities of such Series may be
      surrendered for registration of transfer or exchange and where notices and
      demands to or upon the Company in respect of the Securities of such Series
      and
      this Indenture may be served, and the method of such payment, if by wire
      transfer, mail or other means; 

     

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

     

    (h)
      the
      obligation, if any, of the Company to redeem or purchase the Securities of
      the
      Series pursuant to any sinking fund or analogous provisions or at the option
      of
      a Holder thereof and the period or periods within which, the price or prices
      at
      which and the terms and conditions upon which Securities of the Series shall
      be
      redeemed or purchased, in whole or in part, pursuant to such obligation;


     

    (i)
      the
      dates, if any, on which and the price or prices at which the Securities of
      the
      Series will be repurchased by the Company at the option of the Holders thereof
      and other detailed terms and provisions of such repurchase obligations;


     

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


     

    (k)
      if
      other than the principal amount thereof, the portion of the principal amount
      of
      the Securities of the Series that shall be payable upon declaration of
      acceleration of the maturity thereof pursuant to Section 6.02;


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (l)
      the
      currency of denomination of the Securities of the Series, which may be Dollars
      or any Foreign Currency, and the agency or organization, if any, responsible
      for
      overseeing such composite currency; 

     

    (m)
      the
      provisions, if any, relating to any security provided for the Securities of
      the
      Series; 

     

    (n)
      any
      addition to or change in the Events of Default which applies to any Securities
      of the Series and any change in the right of the Trustee or the requisite
      Holders of such Securities to declare the principal amount thereof due and
      payable pursuant to Section 6.02; 

     

    (o)
      any
      addition to or change in the covenants set forth in Articles IV or V which
      applies to Securities of the Series; 

     

    (p)
      the
      provisions, if any, relating to conversion of any Securities of such Series,
      including, if applicable, the securities into which the Securities are
      convertible, the conversion price, the conversion period, provisions as to
      whether conversion will be mandatory, at the option of the Holders or at the
      option of the Company, the events requiring an adjustment of the conversion
      price and provisions affecting conversion if such Series of Securities are
      redeemed; 

     

    (q)
      whether the Securities of such Series will be senior debt securities or
      subordinated debt securities and, if applicable, a description of the
      subordination terms thereof; 

     

    (r)
      any
      depositaries, interest rate calculation agents, exchange rate calculation agents
      or other agents with respect to Securities of such Series if other than those
      appointed herein; and 

     

    (s)
      any
      other terms of the Securities of the Series (which may modify or delete any
      provision of this Indenture insofar as it applies to such Series). 

     

    All
      Securities of any one Series need not be issued at the same time and may be
      issued from time to time, consistent with the terms of this Indenture, if so
      provided by or pursuant to the Board Resolution, supplemental indenture hereto
      or Officers’ Certificate referred to above, and, unless otherwise provided in
      such Board Resolution, a Series may be reopened, without the consent of the
      Holders, for increases in the aggregate principal amount of such Series and
      issuances of additional Securities of such Series. 

     

    Section 2.03
      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
      nevertheless be valid. A Security shall not be valid until authenticated by
      the
      manual signature of the Trustee or an authenticating agent. The signature shall
      be conclusive evidence that the Security has been authenticated under this
      Indenture. The Trustee shall at any time, and from time to time, authenticate
      Securities for original issue in the principal amount provided in the Board
      Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt
      by the Trustee of a Company Order. Such Company Order may authorize
      authentication and delivery pursuant to oral or electronic instructions from
      the
      Company or its duly authorized agent or agents, which oral instructions shall
      be
      promptly confirmed in writing. Each Security shall be dated the date
of
      its
      authentication unless otherwise provided by a Board Resolution, a supplemental
      indenture hereto or an Officers’ Certificate. The aggregate principal amount of
      Securities of any Series outstanding at any time may not exceed any limit upon
      the maximum principal amount for such Series set forth in the Board Resolution,
      supplemental indenture hereto or Officers’ Certificate delivered pursuant to
      Section 2.02, except as provided in Section 2.02 or 2.08. Prior to the
      issuance of Securities of any Series, the Trustee shall have received and
      (subject to Section 7.02) shall be fully protected in relying on:
      (a) the Board Resolution, supplemental indenture hereto or Officers’
Certificate establishing the form of the Securities of that Series or of
      Securities within that Series and the terms of the Securities of that Series
      or
      of Securities within that Series, (b) an Officers’ Certificate complying
      with Section 10.04 and (c) an Opinion of Counsel complying with
      Section 10.04. The Trustee shall have the right to decline to authenticate
      and deliver any Securities of such Series: (a) if the Trustee, being
      advised by counsel, determines that such action may not be taken lawfully;
      or
      (b) if the Trustee’s by its board of directors or trustees, executive
      committee or a trust committee of directors and/or vice-presidents shall
      determine in good faith that such action would expose the Trustee to personal
      liability to Holders of any then outstanding Series of Securities. The Trustee
      may appoint an authenticating agent acceptable to the Company to authenticate
      Securities. 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.
      

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section 2.04
      Registrar and Paying Agent. The
      Company shall maintain, with respect to each Series of Securities, at the place
      or places specified with respect to such Series pursuant to Section 2.02,
      an office or agency where Securities of such Series may be presented or
      surrendered for payment (“Paying Agent”), where Securities of such Series may be
      surrendered for registration of transfer or exchange (“Registrar”) and where
      notices and demands to or upon the Company in respect of the Securities of
      such
      Series and this Indenture may be served (“Service Agent”). The Registrar shall
      keep a register with respect to each Series of Securities and to their transfer
      and exchange. The Company will give prompt written notice to the Trustee of
      the
      name and address, and any change in the name or address, of each Registrar,
      Paying Agent or Service Agent. If at any time the Company shall fail to maintain
      any such required Registrar, Paying Agent or Service Agent or shall fail to
      furnish the Trustee with the name and address thereof, such presentations,
      surrenders, notices and demands may be made or served at the Corporate Trust
      Office of the Trustee, and the Company hereby appoints the Trustee as its agent
      to receive all such presentations, surrenders, notices and demands. The Company
      may also from time to time designate one or more co-registrars, additional
      paying agents or additional service agents 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 obligations to maintain a
      Registrar, Paying Agent and Service Agent in each place so specified pursuant
      to
      Section 2.02 for Securities of any Series for such purposes. The Company
      will give prompt written notice to the Trustee of any such designation or
      rescission and of any change in the name or address of any such co-registrar,
      additional paying agent or additional service agent. The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional
      paying agent; and the term “Service Agent” includes any additional service
      agent. The Company hereby appoints the Trustee the initial Registrar, Paying
      Agent and Service Agent for each Series unless another Registrar, Paying Agent
      or Service Agent, as the case may be, is appointed prior to the time Securities
      of that Series are first issued. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section 2.05
      Paying Agent to Hold Money in Trust. The
      Company shall require each Paying Agent other than the Trustee to agree in
      writing that the Paying Agent will hold in trust, for the benefit of Holders
      of
      any Series of Securities, or the Trustee, all money held by the Paying Agent
      for
      the payment of principal of or interest on the Series of Securities, and will
      notify the Trustee of any default by the Company in making any such payment.
      While any such default continues, the Trustee may require a Paying Agent to
      pay
      all money held by it to the Trustee. 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. 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 Holders of any Series of Securities
      all
      money held by it as Paying Agent. 

     

    Section 2.06
      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 of each
      Series of Securities and shall otherwise comply with TIA Section 312(a). If
      the Trustee is not the Registrar, the Company shall furnish to the Trustee
      at
      least ten (10) days before each interest payment date 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 of each Series of Securities. 

     

    Section 2.07
      Transfer and Exchange. Where
      Securities of a Series are presented to the Registrar or a co-registrar with
      a
      request to register a transfer or to exchange them for an equal principal amount
      of Securities of the same Series, the Registrar shall register the transfer
      or
      make the exchange if its requirements for such transactions are met. To permit
      registrations of transfers and exchanges, the Trustee shall authenticate
      Securities at the Registrar’s request. No service charge shall be made for any
      registration of transfer or exchange (except as otherwise expressly permitted
      herein), but the Company may require payment of a sum sufficient to cover any
      transfer tax or similar governmental charge payable in connection therewith
      (other than any such transfer tax or similar governmental charge payable upon
      exchanges pursuant to Sections 2.11, 3.06 or 9.06). Neither the Company nor
      the
      Registrar shall be required (a) to issue, register the transfer of, or
      exchange Securities of any Series for the period beginning at the opening of
      business fifteen days immediately preceding the mailing of a notice of
      redemption of Securities of that Series selected for redemption and ending
      at
      the close of business on the day of such mailing, or (b) to register the
      transfer of or exchange Securities of any Series selected, called or being
      called for redemption as a whole or the portion being redeemed of any such
      Securities selected, called or being called for redemption in part.


     

    Section 2.08
      Mutilated, Destroyed, Lost and Stolen Securities. 

     

    (a)
      If
      any mutilated Security is surrendered to the Trustee, the Company shall execute
      and the Trustee shall authenticate and make available for delivery in exchange
      therefor a new Security of the same Series and of like tenor and principal
      amount and bearing a number not contemporaneously outstanding. If there shall
      be
      delivered to the Company and the Trustee (i) evidence to their satisfaction
      of the destruction, loss or theft of any Security and (ii) such security or
      indemnity as may be required by them to save each
      of
      them and any agent of either of them harmless, then, in the absence of notice
      to
      the Company or the Trustee that such Security has been acquired by a protected
      purchaser, the Company shall execute and upon its request the Trustee shall
      authenticate and make available for delivery, in lieu of any such destroyed,
      lost or stolen Security, a new Security of the same Series and of like tenor
      and
      principal amount and bearing a number not contemporaneously outstanding. In
      case
      any such mutilated, destroyed, lost or stolen Security has become or is about
      to
      become due and payable, the Company in its discretion may, instead of issuing
      a
      new Security, pay such Security. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b)
      Upon
      the issuance of any new Security under this Section, the Company may require
      the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Trustee) connected therewith. Every new Security of any
      Series issued pursuant to this Section in lieu of any destroyed, lost or stolen
      Security shall constitute an original additional contractual obligation of
      the
      Company, whether or not the destroyed, lost or stolen Security shall be at
      any
      time enforceable by anyone, and shall be entitled to all the benefits of this
      Indenture equally and proportionately with any and all other Securities of
      that
      Series duly issued hereunder. The provisions of this Section are exclusive
      and
      shall preclude (to the extent lawful) all other rights and remedies with respect
      to the replacement or payment of mutilated, destroyed, lost or stolen
      Securities. 

     

    Section 2.09
      Outstanding Securities. The
      Securities outstanding at any time are all the Securities authenticated by
      the
      Trustee except for those canceled by it, those delivered to it for cancellation,
      those reductions in the interest on a Global Security effected by the Trustee
      in
      accordance with the provisions hereof and those described in this Section as
      not
      outstanding. If a Security is replaced pursuant to Section 2.08, it ceases
      to be outstanding until the Trustee receives proof satisfactory to it that
      the
      replaced Security is held by a protected purchaser. If the Paying Agent (other
      than the Company, a Subsidiary of the Company or an Affiliate of the Company)
      holds on the Maturity of Securities of a Series money sufficient to pay such
      Securities payable on that date, then on and after that date such Securities
      of
      the Series cease to be outstanding and interest on them ceases to accrue. A
      Security does not cease to be outstanding because the Company or an Affiliate
      of
      the Company holds the Security. In determining whether the Holders of the
      requisite principal amount of outstanding Securities have given any request,
      demand, authorization, direction, notice, consent or waiver hereunder, the
      principal amount of a Discount Security that shall be deemed to be outstanding
      for such purposes shall be the amount of the principal thereof that would be
      due
      and payable as of the date of such determination upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 6.02.


     

    Section 2.10
      Treasury Securities. In
      determining whether the Holders of the required principal amount of Securities
      of a Series have concurred in any request, demand, authorization, direction,
      notice, consent or waiver, Securities of a Series owned by the Company shall
      be
      disregarded, except that for the purposes of determining whether the Trustee
      shall be protected in relying on any such request, demand, authorization,
      direction, notice, consent or waiver, only Securities of a Series that the
      Trustee knows are so owned shall be so disregarded. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section 2.11
      Temporary Securities. Until
      definitive Securities are ready for delivery, the Company may prepare and the
      Trustee shall authenticate temporary Securities upon a Company Order. 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 upon
      request shall authenticate definitive Securities of the same Series and date
      of
      maturity in exchange for temporary Securities. Until so exchanged, temporary
      securities shall have the same rights under this Indenture as the definitive
      Securities. 

     

    Section 2.12
      Cancellation. The
      Company at any time may deliver Securities to the Trustee for cancellation.
      The
      Registrar and the Paying Agent shall forward to the Trustee any Securities
      surrendered to them for registration of transfer, exchange or payment. The
      Trustee shall cancel all Securities surrendered for registration of transfer,
      exchange, payment, replacement or cancellation in accordance with its customary
      procedures and deliver such canceled Securities to the Company, unless the
      Company otherwise directs; provided that the Trustee shall not be required
      to
      destroy Securities. The Company may not issue new Securities to replace
      Securities that it has paid or delivered to the Trustee for cancellation.


     

    Section 2.13
      Defaulted Interest. If
      the
      Company defaults in a payment of interest on a Series of Securities, it shall
      pay the defaulted interest, plus, to the extent permitted by law, any interest
      payable on the defaulted interest, to the persons who are Holders of the Series
      on a subsequent special record date. The Company shall fix the record date
      and
      payment date. At least ten (10) days before the record date, the Company
      shall mail to the Trustee and to each Holder of the Series a notice that states
      the record date, the payment date and the amount of interest to be paid. The
      Company may pay defaulted interest in any other lawful manner. 

     

    Section 2.14
      Global Securities 

     

    (a)
      Terms
      of Securities. A Board Resolution, a supplemental indenture hereto or an
      Officers’ Certificate shall establish whether the Securities of a Series shall
      be issued in whole or in part in the form of one or more Global Securities
      and
      the Depository for such Global Security or Securities. 

     

    (b)
      Transfer and Exchange. Notwithstanding any provisions to the contrary contained
      in Section 2.07 of the Indenture and in addition thereto, any Global
      Security shall be exchangeable pursuant to Section 2.07 of the Indenture
      for Securities registered in the names of Holders other than the Depository
      for
      such Security or its nominee only if (i) such Depository notifies the
      Company that it is unwilling or unable to continue as Depository for such Global
      Security or if at any time such Depository ceases to be a clearing agency
      registered under the Exchange Act, and, in either case, the Company fails to
      appoint a successor Depository registered as a clearing agency under the
      Exchange Act within 90 days of such event, (ii) the Company executes and
      delivers to the Trustee an Officers’ Certificate to the effect that such Global
      Security shall be so exchangeable or (iii) an Event of Default with respect
      to the Securities represented by such Global Security shall have happened and
      be
      continuing. Any Global Security that is exchangeable pursuant to the preceding
      sentence shall be exchangeable for Securities registered in such names as the
      Depository shall direct in writing in an aggregate principal amount equal to
      the
      principal amount of the Global Security with like tenor and terms. 

     

    
      
        
        

      

      
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    (c)
      Except as provided in this Section 2.14(c), a Global Security may not be
      transferred except as a whole by the Depository with respect to such Global
      Security to a nominee of such Depository, by a nominee of such Depository to
      such Depository or another nominee of such Depository or by the Depository
      or
      any such nominee to a successor Depository or a nominee of such a successor
      Depository. 

     

    (d)
      Legend. Any Global Security issued hereunder shall bear a legend in
      substantially the following form: 

     

    (e)
“This
      Security is a Global Security within the meaning of the Indenture hereinafter
      referred to and is registered in the name of the Depository or a nominee of
      the
      Depository. This Security is exchangeable for Securities registered in the
      name
      of a person other than the Depository or its nominee only in the limited
      circumstances described in the Indenture, and may not be transferred except
      as a
      whole by the Depository to a nominee of the Depository, by a nominee of the
      Depository to the Depository or another nominee of the Depository or by the
      Depository or any such nominee to a successor Depository or a nominee of such
      a
      successor Depository.” 

     

    (f)
      Acts
      of Holders. The Depository, as a Holder, may appoint agents and otherwise
      authorize participants to give or take any request, demand, authorization,
      direction, notice, consent, waiver or other action which a Holder is entitled
      to
      give or take under the Indenture. 

     

    (g)
      Payments. Notwithstanding the other provisions of this Indenture, unless
      otherwise specified as contemplated by Section 2.02, payment of the
      principal of and interest, if any, on any Global Security shall be made to
      the
      Holder thereof. 

     

    (h)
      Consents, Declaration and Directions. Except as provided in
      Section 2.14(g), the Company, the Trustee and any Agent shall treat a
      person as the Holder of such principal amount of outstanding Securities of
      such
      Series represented by a Global Security as shall be specified in a written
      statement of the Depository with respect to such Global Security, for purposes
      of obtaining any consents, declarations, waivers or directions required to
      be
      given by the Holders pursuant to this Indenture. 

     

    (i)
      The
      Depository or its nominee, as registered owner of a Global Security, shall
      be
      the Holder of such Global Security for all purposes under the Indenture and
      the
      Securities, and owners of beneficial interests in a Global Security shall hold
      such interests pursuant to the Applicable Procedures. Accordingly, any such
      owner’s beneficial interest in a Global Security will be shown only on, and the
      transfer of such interest shall be effected only through, records maintained
      by
      the Depositary or its nominee and such owners of beneficial interests in a
      Global Security will not be considered the owners or holders thereof.


     

    Section 2.15
      CUSIP Numbers. The
      Company in issuing the Securities may use “CUSIP” numbers (if then generally in
      use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
      as a convenience to Holders; provided that any such notice may state that no
      representation is made as to the correctness of such numbers either as printed
      on the Securities or as contained in any notice of a redemption and that
      reliance may be placed only on the other elements of identification 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 “CUSIP” numbers of which the Company becomes aware. 

     

    
      
        
        

      

      
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    ARTICLE
      III 

    REDEMPTION
      

     

    Section 3.01
      Notice to Trustee.
      The
      Company may, with respect to any Series of Securities, reserve the right to
      redeem and pay the Series of Securities or may covenant to redeem and pay the
      Series of Securities or any part thereof prior to the Stated Maturity thereof
      at
      such time and on such terms as provided for in such Securities. If a Series
      of
      Securities is redeemable and the Company wants or is obligated to redeem prior
      to the Stated Maturity thereof all or part of the Series of Securities pursuant
      to the terms of such Securities, it shall notify the Trustee of the redemption
      date and the principal amount of Series of Securities to be redeemed.


     

    Section 3.02
      Selection of Securities to be Redeemed. Unless
      otherwise indicated for a particular Series by a Board Resolution, a
      supplemental indenture or an Officers’ Certificate, if less than all the
      Securities of a Series are to be redeemed, the Trustee shall select the
      Securities of the Series to be redeemed in any manner that the Trustee deems
      fair and appropriate. The Trustee shall make the selection from Securities
      of
      the Series outstanding not previously called for redemption. The Trustee may
      select for redemption portions of the principal of Securities of the Series
      that
      have denominations larger than $1,000. Securities of the Series and portions
      of
      them it selects shall be in amounts of $1,000 or whole multiples of $1,000
      or,
      with respect to Securities of any Series issuable in other denominations
      pursuant to Section 2.02(j), the minimum principal denomination for each
      Series and integral multiples thereof. Provisions of this Indenture that apply
      to Securities of a Series called for redemption also apply to portions of
      Securities of that Series called for redemption. 

     

    Section 3.03
      Notice of Redemption. 

     

    (a)
      Unless otherwise indicated for a particular Series by Board Resolution, a
      supplemental indenture hereto or an Officers’ Certificate, at least 30 days but
      not more than 60 days before a redemption date, the Company shall mail a notice
      of redemption by first-class mail to each Holder whose Securities are to be
      redeemed and, if any Bearer Securities are outstanding, publish on one occasion
      a notice in an Authorized Newspaper. The notice shall identify the Securities
      of
      the Series to be redeemed and shall state: 

     

    (i)
      the
      redemption date; 

     

    (ii)
      the
      redemption price; 

     

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

     

    (iv)
      that
      Securities of the Series called for redemption must be surrendered to the Paying
      Agent to collect the redemption price; 

     

    (v)
      that
      interest on Securities of the Series called for redemption ceases to accrue
      on
      and after the redemption date; 

     

    
      
        
        

      

      
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    (vi)
      the
      CUSIP number, if any; and 

     

    (vii)
      any
      other information as may be required by the terms of the particular Series
      or
      the Securities of a Series being redeemed. 

     

    At
      the
      Company’s request, the Trustee shall give the notice of redemption in the
      Company’s name and at its expense. 

     

    Section 3.04
      Effect of Notice of Redemption. Once
      notice of redemption is mailed or published as provided in Section 3.03,
      Securities of a Series called for redemption become due and payable on the
      redemption date and at the redemption price. A notice of redemption may not
      be
      conditional. Upon surrender to the Paying Agent, such Securities shall be paid
      at the redemption price plus accrued interest to the redemption date; provided
      that installments of interest whose Stated Maturity is on or prior to the
      redemption date shall be payable to the Holders of such Securities (or one
      or
      more predecessor Securities) registered at the close of business on the relevant
      record date therefor according to their terms and the terms of this Indenture.
      

     

    Section 3.05
      Deposit of Redemption Price. On
      or
      before 10:00 a.m., New York City time, on the redemption date, the Company
      shall
      deposit with the Paying Agent money sufficient to pay the redemption price
      of
      and accrued interest, if any, on all Securities to be redeemed on that date.
      

     

    Section 3.06
      Securities Redeemed in Part. Upon
      surrender of a Security that is redeemed in part, the Trustee shall authenticate
      for the Holder a new Security of the same Series and the same maturity equal
      in
      principal amount to the unredeemed portion of the Security surrendered.


     

    ARTICLE
      IV 

    COVENANTS
      

     

    Section 4.01
      Payment of Principal and Interest. The
      Company covenants and agrees for the benefit of the Holders of each Series
      of
      Securities that it will duly and punctually pay the principal of and interest,
      if any, on the Securities of that Series in accordance with the terms of such
      Securities and this Indenture. 

     

    Section 4.02
      SEC Reports. The
      Company shall, so long as any of the Securities are outstanding, electronically
      file with the Commission the annual, quarterly and other periodic reports that
      the Company is required to file (or would be otherwise required to file) with
      the Commission pursuant to Sections 13 and 15(d) of the Exchange Act. The
      Company also shall comply with the other provisions of TIA Section 314(a).
      Delivery of any reports, information and documents to the Trustee is for
      informational purposes only and the Trustee’s receipt of such shall not
      constitute constructive notice of any information contained therein or
      determinable from information contained therein, including the Company’s
      compliance with any of its covenants hereunder (as to which the Trustee is
      entitled to rely exclusively on an Officers’ Certificate). 

     

    
      
        
        

      

      
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    Section 4.03
      Compliance Certificate. The
      Company shall, so long as any of the Securities are outstanding, deliver to
      the
      Trustee, within 120 days after the end of each fiscal year of the Company,
      an
      Officers’ Certificate stating whether or not to the knowledge of the signers
      thereof the Company is in default in the performance and observance of any
      of
      the terms, provisions and conditions hereof (without regard to any period of
      grace or requirement of notice provided hereunder), and if a Default or Event
      of
      Default shall have occurred, specifying all such Defaults or Events of Default
      and the nature and status thereof of which they may have knowledge. The Company
      shall, so long as any of the Securities are outstanding, deliver to the Trustee,
      within thirty (30) days after becoming aware of any Default or Event of
      Default, an Officers’ Certificate specifying such Default or Event of Default
      and what action the Company is taking or proposes to take with respect thereto.
      

     

    Section 4.04
      Stay, Extension and Usury Laws. The
      Company covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, plead or in any manner whatsoever claim or take the
      benefit or advantage of, any stay, extension or usury law wherever enacted,
      now
      or at any time hereafter in force, which may affect the covenants or the
      performance of this Indenture or the Securities and the Company (to the extent
      it may lawfully do so) hereby expressly waives all benefit or advantage of
      any
      such law and covenants that it will not, by resort to any such law, hinder,
      delay or impede the execution of any power herein granted to the Trustee, but
      will suffer and permit the execution of every such power as though no such
      law
      has been enacted. 

     

    ARTICLE
      V 

    SUCCESSORS
      

     

    Section 5.01
      When Company May Merge, Etc. The
      Company shall not consolidate with or merge with or into, or convey, transfer
      or
      lease all or substantially all of its properties and assets to, any person
      (a
“successor person”) unless: 

     

    (a)
      the
      Company is the surviving corporation or the successor person (if other than
      the
      Company) is organized and validly existing under the laws of any U.S. domestic
      jurisdiction and expressly assumes the Company’s obligations on the Securities
      and under this Indenture; and 

     

    (b)
      immediately after giving effect to the transaction, no Default or Event of
      Default shall have occurred and be continuing. 

     

    The
      Company shall deliver to the Trustee prior to the consummation of the proposed
      transaction an Officers’ Certificate to the foregoing effect and an Opinion of
      Counsel stating that the proposed transaction and any supplemental indenture
      comply with this Indenture. 

     

    Section 5.02
      Successor Corporation Substituted. Upon
      any
      consolidation or merger, or any sale, lease, conveyance or other disposition
      of
      all or substantially all of the assets of the Company in accordance with
      Section 5.01, the successor corporation formed by such consolidation or
      into or with which the Company is merged or to which such sale, 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 person has been named as the Company
      herein; provided, however, that the predecessor Company in the case of a sale,
      conveyance or other disposition (other than a lease) shall be released from
      all
      obligations and covenants under this Indenture and the Securities. 

     

    
      
        
        

      

      
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    ARTICLE
      VI 

    DEFAULTS
      AND REMEDIES 

     

    Section 6.01
      Events of Default. 

     

    “Event
      of Default,”
      wherever used herein with respect to Securities of any Series, means any one
      of
      the following events, unless in the establishing Board Resolution, supplemental
      indenture or Officers’ Certificate, it is provided that such Series shall not
      have the benefit of said Event of Default: 

     

    (a)
      default in the payment of any interest on any Security of that Series when
      it
      becomes due and payable, and continuance of such default for a period of 30
      days
      (unless the entire amount of such payment is deposited by the Company with
      the
      Trustee or with a Paying Agent prior to the expiration of such period of 30
      days); or 

     

    (b)
      default in the payment of principal of any Security of that Series at its
      Maturity; or 

     

    (c)
      default in the performance or breach of any covenant or warranty of the Company
      in this Indenture (other than a covenant or warranty for which the consequences
      of nonperformance or breach are addressed elsewhere in this Section 6.01
      and other than a covenant or warranty that has been included in this Indenture
      solely for the benefit of Series of Securities other than that Series), which
      default continues uncured for a period of 90 days after there has been given,
      by
      registered or certified mail, to the Company by the Trustee or to the Company
      and the Trustee by the Holders of not less than a majority in principal amount
      of the outstanding Securities of that Series a written notice specifying such
      default or breach and requiring it to be remedied and stating that such notice
      is a “Notice of Default” hereunder; or 

     

    (d)
      the
      Company pursuant to or within the meaning of any Bankruptcy Law: 

     

    (i)
      commences a voluntary case or proceeding; 

     

    (ii)
      consents to the entry of an order for relief against it in an involuntary case,
      

     

    (iii)
      consents to the appointment of a Custodian of it or for all or substantially
      all
      of its property, 

     

    (iv)
      makes a general assignment for the benefit of its creditors, or 

     

    (v)
      makes
      an admission by writing that it is generally unable to pay its debts as the
      same
      become due; or 

     

    
      
        
        

      

      
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    (e)
      a
      court of competent jurisdiction enters an order or decree under any Bankruptcy
      Law that: 

     

    (i)
      is
      for relief against the Company in an involuntary case, 

     

    (ii)
      appoints a Custodian of the Company or for all or substantially all of its
      property, or 

     

    (iii)
      orders the liquidation of the Company, and the order or decree remains unstayed
      and in effect for 90 days; or 

     

    (f)
      any
      other Event of Default provided with respect to Securities of that Series,
      which
      is specified in a Board Resolution, a supplemental indenture hereto or an
      Officers’ Certificate, in accordance with Section 2.02(n). 

     

    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 or similar official under any
      Bankruptcy Law. 

     

    Section 6.02
      Acceleration of Maturity; Rescission and Annulment. If
      an
      Event of Default with respect to Securities of any Series at the time
      outstanding occurs and is continuing (other than an Event of Default referred
      to
      in Section 6.1(d) or (e)), then in every such case the Trustee or the
      Holders of not less than a majority in principal amount of the outstanding
      Securities of that Series may declare the principal amount (or, if any
      Securities of that Series are Discount Securities, such portion of the principal
      amount as may be specified in the terms of such Securities) of and accrued
      and
      unpaid interest, if any, on all of the Securities of that Series to be due
      and
      payable immediately, by a notice in writing to the Company (and to the Trustee
      if given by Holders), and upon any such declaration such principal amount (or
      specified amount) and accrued and unpaid interest, if any, shall become
      immediately due and payable. If an Event of Default specified in
      Section 6.1(d) or (e) shall occur, the principal amount (or specified
      amount) of and accrued and unpaid interest, if any, on all outstanding
      Securities shall ipso facto become and be immediately due and payable without
      any declaration or other act on the part of the Trustee or any Holder. At any
      time after such a declaration of acceleration with respect to any Series has
      been made and before a judgment or decree for payment of the money due has
      been
      obtained by the Trustee as hereinafter in this Article provided, the Holders
      of
      a majority in principal amount of the outstanding Securities of that Series,
      by
      written notice to the Company and the Trustee, may rescind and annul such
      declaration and its consequences if all Events of Default with respect to
      Securities of that Series, other than the non-payment of the principal and
      interest, if any, of Securities of that Series which have become due solely
      by
      such declaration of acceleration, have been cured or waived as provided in
      Section 6.13. No such rescission shall affect any subsequent Default or
      impair any right consequent thereon. 

     

    Section 6.03
      Collection of Indebtedness and Suits for Enforcement by Trustee.


     

    The
      Company covenants that if: 

     

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

     

    
      
        
        

      

      
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    (b)
      default is made in the payment of principal of any Security at the Maturity
      thereof, 

     

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

     

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

     

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

     

    Section 6.04
      Trustee May File Proofs of Claim.
      In case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to the Company or any other obligor upon the Securities
      or
      the property of the Company or of such other obligor or their creditors, the
      Trustee (irrespective of whether the principal of the Securities shall then
      be
      due and payable as therein expressed or by declaration or otherwise and
      irrespective of whether the Trustee shall have made any demand on the Company
      for the payment of overdue principal or interest) shall be entitled and
      empowered, by intervention in such proceeding or otherwise, (a) to file and
      prove a claim for the whole amount of principal and interest owing and unpaid
      in
      respect of the Securities and to file such other papers or documents as may
      be
      necessary or advisable in order to have the claims of the Trustee (including
      any
      claim for the reasonable compensation, expenses, disbursements and advances
      of
      the Trustee, its agents and counsel) and of the Holders allowed in such judicial
      proceeding, and (b) to collect and receive any moneys or other property
      payable or deliverable on any such claims and to distribute the same, and any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Holder to make such payments to the Trustee and, in the event that the Trustee
      shall consent to the making of such payments directly to the Holders, to pay
      to
      the Trustee any amount due it for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, and any
      other
      amounts due the Trustee under Section 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. 

     

    
      
        
        

      

      
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    Section 6.05
      Trustee May Enforce Claims Without Possession of Securities.
All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and
      any
      such proceeding instituted by the Trustee shall be brought in its own name
      as
      trustee of an express trust, and any recovery of judgment shall, after provision
      for the payment of the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel, be for the ratable benefit
      of
      the Holders of the Securities in respect of which such judgment has been
      recovered. 

     

    Section 6.06
      Application of Money Collected. 

     

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

     

    First:
      To
      the payment of all amounts due the Trustee under Section 7.07; and


     

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

     

    Third:
      To
      the Company. 

     

    Section 6.07
      Limitation on Suits. No
      Holder
      of any Security of any Series shall have any right to institute any proceeding,
      judicial or otherwise, with respect to this Indenture, or for the appointment
      of
      a receiver or trustee, or for any other remedy hereunder, unless: 

     

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

     

    (b)
      the
      Holders of at least a majority in principal amount of the outstanding Securities
      of that Series shall have made written request to the Trustee to institute
      proceedings in respect of such Event of Default in its own name as Trustee
      hereunder; 

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    Section 6.08
      Unconditional Right of Holders to Receive Principal and Interest.
Notwithstanding
      any other provision in this Indenture, the Holder of any Security shall have
      the
      right, which is absolute and unconditional, to receive payment of the principal
      of and interest, if any, on such Security on the Stated Maturity or Stated
      Maturities expressed in such Security (or, in the case of redemption, on the
      redemption date) and to institute suit for the enforcement of any such payment,
      and such rights shall not be impaired without the consent of such Holder.


     

    Section 6.09
      Restoration of Rights and Remedies. If
      the
      Trustee or any Holder has instituted any proceeding to enforce any right or
      remedy under this Indenture and such proceeding has been discontinued or
      abandoned for any reason, or has been determined adversely to the Trustee or
      to
      such Holder, then and in every such case, subject to any determination in such
      proceeding, the Company, the Trustee and the Holders shall be restored severally
      and respectively to their former positions hereunder and thereafter all rights
      and remedies of the Trustee and the Holders shall continue as though no such
      proceeding had been instituted. 

     

    Section 6.10
      Rights and Remedies Cumulative. Except
      as
      otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Securities in Section 2.08, no right or remedy
      herein conferred upon or reserved to the Trustee or to the Holders is intended
      to be exclusive of any other right or remedy, and every right and remedy shall,
      to the extent permitted by law, be cumulative and in addition to every other
      right and remedy given hereunder or now or hereafter existing at law or in
      equity or otherwise. The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not, to the extent permitted by law, prevent
      the
      concurrent assertion or employment of any other appropriate right or remedy.
      

     

    Section 6.11
      Delay or Omission Not Waiver. No
      delay
      or omission of the Trustee or of any Holder of any Securities to exercise any
      right or remedy accruing upon any Event of Default shall impair any such right
      or remedy or constitute a waiver of any such Event of Default or an acquiescence
      therein. Every right and remedy given by this Article or by law to the Trustee
      or to the Holders may be exercised from time to time, and as often as may be
      deemed expedient, by the Trustee or by the Holders, as the case may be.


     

    Section 6.12
      Control by Holders. The
      Holders of a majority in principal amount of the outstanding Securities of
      any
      Series shall have the right to direct the time, method and place of conducting
      any proceeding for any remedy available to the Trustee, or exercising any trust
      or power conferred on the Trustee, with respect to the Securities of such
      Series, provided that: 

     

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

     

    
      
        
        

      

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

     

    (c)
      subject to the provisions of Section 6.01, the Trustee shall have the right
      to decline to follow any such direction if the Trustee in good faith shall,
      by a
      Responsible Officer of the Trustee, determine that the proceeding so directed
      would involve the Trustee in personal liability. 

     

    Section 6.13
      Waiver of Past Defaults. The
      Holders of not less than a majority in principal amount of the outstanding
      Securities of any Series may on behalf of the Holders of all the Securities
      of
      such Series waive any past Default hereunder with respect to such Series and
      its
      consequences, except a Default (i) in the payment of the principal of or
      interest on any Security of such Series (provided, however, that the Holders
      of
      a majority in principal amount of the outstanding Securities of any Series
      may
      rescind an acceleration and its consequences, including any related payment
      default that resulted from such acceleration) or (ii) in respect of a
      covenant or provision hereof which cannot be modified or amended without the
      consent of the Holder of each outstanding Security of such Series affected.
      Upon
      any such waiver, such Default shall cease to exist, and any Event of Default
      arising therefrom shall be deemed to have been cured, for every purpose of
      this
      Indenture; but no such waiver shall extend to any subsequent or other Default
      or
      impair any right consequent thereon. 

     

    Section 6.14
      Undertaking for Costs. All
      parties to this Indenture agree, and each Holder of any Security by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken,
      suffered or omitted by it as Trustee, the filing by any party litigant in such
      suit of an undertaking to pay the costs of such suit, and that such court may
      in
      its discretion assess reasonable costs, including reasonable attorneys’ fees,
      against any party litigant in such suit, having due regard to the merits and
      good faith of the claims or defenses made by such party litigant; but the
      provisions of this Section shall not apply to any suit instituted by the
      Company, to any suit instituted by the Trustee, to any suit instituted by any
      Holder, or group of Holders, holding in the aggregate more than 10% in principal
      amount of the outstanding Securities of any Series, or to any suit instituted
      by
      any Holder for the enforcement of the payment of the principal of or interest
      on
      any Security on or after the Stated Maturity or Stated Maturities expressed
      in
      such Security (or, in the case of redemption, on the redemption date).


     

    ARTICLE
      VII 

    TRUSTEE
      

     

    Section 7.01
      Duties of Trustee. 

     

    (a)
      If an
      Event of Default has occurred and is continuing, the Trustee shall exercise
      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: 

     

    (i)
      The
      Trustee need perform only those duties that are specifically set forth in this
      Indenture and no others. 

     

    
      
        
        

      

      
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    (ii)
      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 Officers’ Certificates or Opinions of Counsel furnished to the
      Trustee and conforming to the requirements of this Indenture; however, in the
      case of any such Officers’ Certificates or Opinions of Counsel which by any
      provisions hereof are specifically required to be furnished to the Trustee,
      the
      Trustee shall examine such Officers’ Certificates and Opinions of Counsel to
      determine whether or not 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:


     

    (i)
      This
      paragraph does not limit the effect of paragraph (b) of this Section.


     

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

     

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

     

    (d)
      Every
      provision of this Indenture that in any way relates to the Trustee is subject
      to
      paragraph (a), (b) and (c) of this Section. 

     

    (e)
      The
      Trustee may refuse to perform any duty or exercise any right or power at the
      request or direction of any Holder unless it receives indemnity satisfactory
      to
      it against any loss, liability or expense. 

     

    (f)
      The
      Trustee shall not be liable for interest on any money received by it except
      as
      the Trustee may agree in writing with the Company. Money held in trust by the
      Trustee need not be segregated from other funds except to the extent required
      by
      law. 

     

    (g)
      No
      provision of this Indenture shall require the Trustee to risk its own funds
      or
      otherwise incur any financial liability in the performance of any of its duties,
      or in the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity against
      such risk is not reasonably assured to it. 

     

    (h)
      The
      Paying Agent, the Registrar and any Service Agent or authenticating agent shall
      be entitled to the protections, immunities and standard of care as are set
      forth
      in paragraphs (a), (b) and (c) of this Section with respect to the
      Trustee. 

     

    
      
        
        

      

      
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    Section 7.02
      Rights of Trustee. 

     

    (a)
      The
      Trustee may rely on and shall be protected in acting or refraining from acting
      upon any document 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. 

     

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

     

    (c)
      The
      Trustee may act through agents and shall not be responsible for the misconduct
      or negligence of any agent appointed with due care. No Depository shall be
      deemed an agent of the Trustee, and the Trustee shall not be responsible for
      any
      act or omission by any Depository. 

     

    (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,
      provided that the Trustee’s conduct does not constitute negligence or bad faith.


     

    (e)
      The
      Trustee may consult with counsel, and the advice of such counsel or any Opinion
      of Counsel shall be full and complete authorization and protection in respect
      of
      any action taken, suffered or omitted by it hereunder without negligence and
      in
      good faith and in reliance thereon. 

     

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

     

    (g)
      The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note, other
      evidence of indebtedness or other paper or document, but the Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or
      matters as it may see fit. 

     

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

     

    (i)
      The
      permissive rights of the Trustee enumerated herein shall not be construed as
      duties. 

     

    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. The Trustee is also subject to Sections 7.10
      and
      7.11. 

     

    
      
        
        

      

      
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    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 authentication. 

     

    Section 7.05
      Notice of Defaults.
      If a
      Default or Event of Default occurs and is continuing with respect to the
      Securities of any Series and if it is known to a Responsible Officer of the
      Trustee, the Trustee shall mail to each Holder of the Securities of that Series
      and, if any Bearer Securities are outstanding, publish on one occasion in an
      Authorized Newspaper, notice of a Default or Event of Default within 90 days
      after it occurs or, if later, after a Responsible Officer of the Trustee has
      knowledge of such Default or Event of Default. Except in the case of a Default
      or Event of Default in payment of principal of or interest on any Security
      of
      any Series, the Trustee may withhold the notice if and so long as its corporate
      trust committee or a committee of its Responsible Officers in good faith
      determines that withholding the notice is in the interests of Holders of that
      Series. 

     

    Section 7.06
      Reports by Trustee to Holders. Within
      60
      days after May 15 in each year, the Trustee shall transmit by mail to all
      Holders, as their names and addresses appear on the register kept by the
      Registrar and, if any Bearer Securities are outstanding, publish in an
      Authorized Newspaper, a brief report dated as of such May 15, in accordance
      with, and to the extent required under, TIA Section 313. A copy of each
      report at the time of its mailing to Holders of any Series shall be filed with
      the SEC and each stock exchange on which the Securities of that Series are
      listed. The Company shall promptly notify the Trustee when Securities of any
      Series are listed on any stock exchange. 

     

    Section 7.07
      Compensation and Indemnity. The
      Company shall pay to the Trustee from time to time compensation for its services
      as the Company and the Trustee shall from time to time agree upon 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 reimburse the Trustee upon
      request for all reasonable out-of-pocket expenses incurred by it. Such expenses
      shall include the reasonable compensation and expenses of the Trustee’s agents
      and counsel. The Company shall indemnify each of the Trustee and any predecessor
      Trustee (including the cost of defending itself) against any loss, liability
      or
      expense, including taxes (other than taxes based upon, measured by or determined
      by the income of the Trustee) incurred by it except as set forth in this
      Section 7.07 in the performance of its duties under this Indenture as
      Trustee or Agent. The Trustee shall notify the Company promptly of any claim
      for
      which it may seek indemnity. The Company shall defend the claim and the Trustee
      shall cooperate in the defense. The Trustee may have one separate counsel and
      the Company shall pay the reasonable fees and expenses of such counsel. The
      Company need not pay for any settlement made without its consent, which consent
      shall not be unreasonably withheld. This indemnification shall apply to
      officers, directors, employees, shareholders and agents of the Trustee. The
      Company need not reimburse any expense or indemnify against any loss or
      liability incurred by the Trustee or by any officer, director, employee,
      shareholder or agent of the Trustee through the negligence or bad faith of
      any
      such persons. To secure
      the Company’s payment obligations in this Section, the Trustee shall have a lien
      prior to the Securities of any Series on all money or property held or collected
      by the Trustee, except that held in trust to pay principal of and interest
      on
      particular Securities of that Series. When the Trustee incurs expenses or
      renders services after an Event of Default specified in Section 6.01(d) or
      (e) occurs, the expenses and the compensation for the services are intended
      to constitute expenses of administration under any Bankruptcy Law. The
      provisions of this Section shall survive the resignation or removal of the
      Trustee and the termination of this Indenture. 

     

    
      
        
        

      

      
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    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. The Trustee may resign with respect
      to
      the Securities of one or more Series by so notifying the Company at least 30
      days prior to the date of the proposed resignation. The Holders of a majority
      in
      principal amount of the Securities of any Series may remove the Trustee with
      respect to that Series by so notifying the Trustee and the Company. The Company
      may remove the Trustee with respect to Securities of one or more Series if:
      

     

    (a)
      the
      Trustee fails to comply with Section 7.10; 

     

    (b)
      the
      Trustee is adjudged bankrupt or insolvent or an order for relief is entered
      with
      respect to the Trustee under any Bankruptcy Law; 

     

    (c)
      a
      Custodian or public officer takes charge of the Trustee or its property; or
      

     

    (d)
      the
      Trustee becomes incapable of acting. 

     

    If
      the
      Trustee resigns or is removed or if a vacancy exists in the office of Trustee
      for any reason, the Company shall promptly appoint a successor Trustee.


     

    If
      a
      successor Trustee with respect to the Securities of any one or more Series
      does
      not take office within 60 days after the retiring Trustee resigns or is removed,
      the retiring Trustee, the Company or the Holders of at least a majority in
      principal amount of the Securities of the applicable Series may petition any
      court of competent jurisdiction for the appointment of a successor Trustee.
      

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Company. Immediately after that, the retiring
      Trustee shall transfer all property held by it as Trustee to the successor
      Trustee subject to the lien provided for in Section 7.07, 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 with respect
      to each Series of Securities for which it is acting as Trustee under this
      Indenture. A successor Trustee shall mail a notice of its succession to each
      Holder of each such Series and, if any Bearer Securities are outstanding,
      publish such notice on one occasion in an Authorized Newspaper. 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 and liabilities incurred by it prior
      to the date of such replacement. 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Section 7.09
      Successor Trustee by Merger, etc. If
      the
      Trustee consolidates with, merges or converts into, or transfers all or
      substantially all of its corporate trust business to, another corporation,
      the
      successor corporation without any further act shall be the successor Trustee.
      

     

    Section 7.10
      Eligibility; Disqualification.
      This
      Indenture shall always have a Trustee who satisfies the requirements of TIA
      Section 310(a)(1), (2) and (5). The Trustee shall comply with TIA
      Section 310(b). 

     

    Section 7.11
      Preferential Collection of Claims Against 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. 

     

    ARTICLE
      VIII 

    SATISFACTION
      AND DISCHARGE; DEFEASANCE 

     

    Section 8.01
      Satisfaction and Discharge of Indenture. 

     

    This
      Indenture shall upon Company Order cease to be of further effect (except as
      hereinafter provided in this Section 8.01), and the Trustee, at the expense
      of the Company, shall execute proper instruments acknowledging satisfaction
      and
      discharge of this Indenture, when 

     

    (a)
      any
      of the following shall have occurred: 

     

    (i)
      no
      Securities have been issued hereunder; 

     

    (ii)
      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 

     

    (iii)
      all
      such Securities not theretofore delivered to the Trustee for cancellation
      (1) have become due and payable, or (2) will become due and payable at
      their Stated Maturity within one year, or (3) are to be called for
      redemption within one year under arrangements satisfactory to the Trustee for
      the giving of notice of redemption by the Trustee in the name, and at the
      expense, of the Company; 

     

    and
      the
      Company has irrevocably 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 

     

    
      
        
        

      

      
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    (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, the provisions of
      Sections 2.04,
      2.05,
      2.07,
      2.08, 8.01, 8.02 and 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
      or Foreign 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 or Foreign 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 (other
      than 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 analogous
      payments as contemplated by Sections 8.03 or 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 or Foreign
      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 Company
      Request any U.S. Government Obligations or Foreign 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 Foreign Government
      Obligations or money were deposited or received. This provision shall not
      authorize the sale by the Trustee of any U.S. Government Obligations or Foreign
      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, pursuant to Section 2.02(s),
      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 Series on the 91st day after the date of the deposit referred
      to in subparagraph (d) 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, at Company
      Request, execute proper instruments acknowledging the same), except as to:
      

     

    (a)
      the
      rights of Holders of Securities of such Series to receive, from the trust funds
      described in subparagraph (d) hereof, (i) payment of the principal of
      and each installment of principal of and interest on the outstanding Securities
      of such Series on the Stated Maturity of such principal or installment of
      principal or interest, and (ii) 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; and 

     

    (b)
      the
      provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05; and


     

    (c)
      the
      rights, powers, trust and immunities of the Trustee hereunder; 

     

    provided
      that, the following conditions shall have been satisfied: 

     

    (d)
      with
      reference to this Section 8.03, the Company shall have deposited or caused
      to be irrevocably deposited (except as provided in Section 8.02(c)) 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 (i) in the case of Securities of
      such Series denominated in Dollars, cash in Dollars and/or U.S. Government
      Obligations, or (ii) in the case of Securities of such Series denominated
      in a Foreign Currency (other than a composite currency), money and/or Foreign
      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 of and interest,
      if
      any, on and any mandatory sinking fund payments in respect of all the Securities
      of such Series on the dates such installments of interest or principal and
      such
      sinking fund payments are due; 

     

    (e)
      such
      deposit will not result in a breach or violation of, or constitute a default
      under, this Indenture or any other agreement or instrument to which the Company
      is a party or by which it is bound; 

     

    (f)
      no
      Default or Event of Default with respect to the Securities of such Series shall
      have occurred and be continuing on the date of such deposit or during the period
      ending on the 91st day after such date; 

     

    (g)
      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 amounts 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; 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (h)
      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; 

     

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

     

    (j)
      such
      defeasance shall not result in the trust arising from such deposit constituting
      an investment company within the meaning of the Investment Company Act of 1940,
      as amended, unless such trust shall be registered under such Act or exempt
      from
      registration thereunder. 

     

    Section 8.04
      Covenant Defeasance. Unless
      this Section 8.04 is otherwise specified, pursuant to Section 2.02(s),
      to be 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 respect to the Securities of any Series with any term,
      provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well
      as
      any additional covenants specified in a supplemental indenture for such Series
      of Securities or a Board Resolution or an Officers’ Certificate delivered
      pursuant to Section 2.02 (and the failure to comply with any such covenants
      shall not constitute a Default or Event of Default with respect to such Series
      under Section 6.01) and the occurrence of any event specified in a
      supplemental indenture for such Series of Securities or a Board Resolution
      or an
      Officers’ Certificate delivered pursuant to Section 2.02 and designated as
      an Event of Default 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 8.02(c)) 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 (i) in the case of Securities of such Series
      denominated in Dollars, cash in Dollars and/or U.S. Government Obligations,
      or
      (ii) in the case of Securities of such Series denominated in a Foreign
      Currency (other than a composite currency), money and/or Foreign 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 and discharge each installment of principal
      of
      and interest, if any, on and any mandatory sinking fund payments in respect
      of
      the Securities of such Series on the dates such installments of interest or
      principal and such sinking fund payments are due; 

     

    
      
        
        

      

      
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    (b)
      such
      deposit will not result in a breach or violation of, or constitute a default
      under, this Indenture or any other agreement or instrument to which the Company
      is a party or by which it is bound; 

     

    (c)
      no
      Default or Event of Default with respect to the Securities of such Series shall
      have occurred and be continuing on the date of such deposit or during the period
      ending on the 91st day after such date; 

     

    (d)
      the
      Company shall have delivered to the Trustee an Opinion of Counsel to the effect
      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 covenant
      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 covenant defeasance had not occurred; 

     

    (e)
      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 covenant defeasance contemplated by this Section have been
      complied with; and 

     

    (f)
      Such
      defeasance shall not result in the trust arising from such deposit constituting
      an investment company within the meaning of the Investment Company Act of 1940,
      as amended, unless such trust shall be registered under such Act or exempt
      from
      registration thereunder. 

     

    Section 8.05
      Repayment to Company. The
      Trustee and the Paying Agent shall pay to the Company upon written request
      any
      money held by them for the payment of principal and interest that remains
      unclaimed for two years, and after such time, Holders entitled to the money
      must
      look to the Company for payment as general creditors unless an applicable
      abandoned property law designates another person. 

     

    Section 8.06
      Reinstatement.
      If the
      Trustee or the Paying Agent is unable to apply any money deposited with respect
      to Securities of any series in accordance with Section 8.01 by reason of
      any legal proceeding or by reason of any order or judgment of any court or
      governmental authority enjoining, restraining or otherwise prohibiting such
      application, the obligations of the Company under this Indenture with respect
      to
      the Securities of such series and under the Securities of such series shall
      be
      revived and reinstated as though no deposit had occurred pursuant to
      Section 8.01 until such time as the Trustee or the Paying Agent is
      permitted to apply all such money in accordance with Section 8.01;
      provided, however, that if the Company has made any payment of principal of,
      premium (if any) or interest on any Additional Amounts with respect to any
      Securities because of the reinstatement of its obligations, the Company shall
      be
      subrogated to the rights of the Holders of such Securities to receive such
      payment from the money held by the Trustee or the Paying Agent. 

     

    
      
        
        

      

      
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    ARTICLE
      IX 

    AMENDMENTS
      AND WAIVERS 

     

    Section 9.01
      Without Consent of Holders. The
      Company and the Trustee may amend or supplement this Indenture or the Securities
      of one or more Series without the consent of any Holder: 

     

    (a)
      to
      evidence the succession of another person to the Company under this Indenture
      and the Securities and the assumption by any such successor person of the
      obligations of the Company hereunder and under the Securities; 

     

    (b)
      to
      add or remove covenants of the Company for the benefit of the Holders of all
      or
      any series of Securities (and if such covenants are to be for the benefit of
      less than all series of Securities, stating that such covenants are expressly
      being included for the benefit of such series) or to surrender any right or
      power herein conferred upon the Company provided such action does not adversely
      affect the interests of the Company; 

     

    (c)
      to
      add any additional Events of Default; 

     

    (d)
      to
      add to or change any of the provisions of this Indenture to such extent as
      shall
      be necessary to permit or facilitate the issuance of Securities in bearer form,
      registrable or not registrable as to principal, and with or without interest
      coupons, or to permit or facilitate the issuance of Securities in uncertificated
      form; 

     

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

     

    (f)
      to
      establish the forms or terms of the Securities of any series issued pursuant
      to
      the terms hereof; 

     

    (g)
      to
      cure any ambiguity or correct any inconsistency in this Indenture; 

     

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

     

    (i)
      to
      qualify this Indenture under the Trust Indenture Act; 

     

    (j)
      to
      provide for uncertificated securities in addition to certificated securities;
      

     

    (k)
      to
      supplement any provisions of this Indenture necessary to permit or facilitate
      the defeasance and discharge of any series of Securities, provided that such
      action does not adversely affect the interests of the Holders of Securities
      of
      such series or any other series; and 

     

    
      
        
        

      

      
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    (l)
      to
      comply with the rules or regulations of any securities exchange or automated
      quotation system on which any of the Securities may be listed or traded.


     

    Section 9.02
      With Consent of Holders. The
      Company and the Trustee may enter into a supplemental indenture with the written
      consent of the Holders of at least a majority in principal amount of the
      outstanding Securities of each Series affected by such supplemental indenture
      (including consents obtained in connection with a tender offer or exchange
      offer
      for the Securities of such Series), for the purpose of adding any provisions
      to
      or changing in any manner or eliminating any of the provisions of this Indenture
      or of any supplemental indenture or of modifying in any manner the rights of
      the
      Holders of each such Series. Except as provided in Section 6.13, the
      Holders of at least a majority in principal amount of the outstanding Securities
      of any Series by notice to the Trustee (including consents obtained in
      connection with a tender offer or exchange offer for the Securities of such
      Series) may waive compliance by the Company with any provision of this Indenture
      or the Securities with respect to such Series. It shall not be necessary for
      the
      consent of the Holders of Securities under this Section 9.02 to approve the
      particular form of any proposed supplemental indenture or waiver, but it shall
      be sufficient if such consent approves the substance thereof. After a
      supplemental indenture or waiver under this section becomes effective, the
      Company shall mail to the Holders of Securities affected thereby and, if any
      Bearer Securities affected thereby are outstanding, publish on one occasion
      in
      an Authorized Newspaper, a notice briefly describing the supplemental indenture
      or waiver. Any failure by the Company to mail or publish 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
      Limitations. Without
      the consent of each Holder affected, an amendment or waiver may not:


     

    (a)
      reduce the amount of Securities whose Holders must consent to an amendment,
      supplement or waiver; 

     

    (b)
      reduce the rate of or extend the time for payment of interest (including default
      interest) on any Security; 

     

    (c)
      reduce the principal or change the Stated Maturity of any Security or reduce
      the
      amount of, or postpone the date fixed for, the payment of any sinking fund
      or
      analogous obligation; 

     

    (d)
      reduce the principal amount of Discount Securities payable upon acceleration
      of
      the maturity thereof; 

     

    (e)
      waive
      a Default or Event of Default in the payment of the principal of or interest,
      if
      any, on any Security (except a rescission of acceleration of the Securities
      of
      any Series by the Holders of at least a majority in principal amount of the
      outstanding Securities of such Series and a waiver of the payment default that
      resulted from such acceleration); 

     

    
      
        
        

      

      
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    (f)
      make
      the principal of or interest, if any, on any Security payable in any currency
      other than that stated in the Security; 

     

    (g)
      make
      any change in Sections 6.08, 6.13, or 9.03; or 

     

    (h)
      waive
      a redemption payment with respect to any Security. 

     

    Section 9.04
      Compliance with Trust Indenture Act. Every
      amendment to this Indenture or the Securities of one or more Series shall be
      set
      forth in a supplemental indenture hereto that complies with the TIA as then
      in
      effect. 

     

    Section 9.05
      Revocation and Effect of Consents. Until
      an
      amendment is set forth in a supplemental indenture or a 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. However, any such Holder
      or
      subsequent Holder may revoke the consent as to his Security or portion of a
      Security if the Trustee receives the notice of revocation before the date of
      the
      supplemental indenture or the date the waiver becomes effective. Any amendment
      or waiver once effective shall bind every Holder of each Series affected by
      such
      amendment or waiver unless it is of the type described in any of clauses
      (a) through (h) of Section 9.03. In that case, the amendment or
      waiver shall bind each Holder of a Security who has consented to it and every
      subsequent Holder of a Security or portion of a Security that evidences the
      same
      debt as the consenting Holder’s Security. 

     

    Section 9.06
      Notation on or Exchange of Securities. The
      Trustee may place an appropriate notation about an amendment or waiver on any
      Security of any Series thereafter authenticated. The Company in exchange for
      Securities of that Series may issue and the Trustee shall authenticate upon
      request new Securities of that Series that reflect the amendment or waiver.
      

     

    Section 9.07
      Trustee Protected. In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article or the modifications thereby of the trusts
      created by this Indenture, the Trustee shall be entitled to receive, in addition
      to the documents required by Section 10.04, and (subject to
      Section 7.01) shall be fully protected in relying upon, an Opinion of
      Counsel stating that the execution of such supplemental indenture is authorized
      or permitted by this Indenture. The Trustee shall sign all supplemental
      indentures, except that the Trustee need not sign any supplemental indenture
      that adversely affects its rights. 

     

    ARTICLE
      X 

    MISCELLANEOUS
      

     

    Section 10.01
      Trust Indenture Act Controls. If
      any
      provision of this Indenture limits, qualifies or conflicts with another
      provision which is required or deemed to be included in this Indenture by the
      TIA, such required or deemed provision shall control. 

     

    
      
        
        

      

      
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    Section 10.02
      Notices. 

     

    (a)
      Any
      notice or communication by the Company or the Trustee to the other, or by a
      Holder to the Company or the Trustee, is duly given if in writing and delivered
      in person or mailed by first-class mail or sent by telecopier transmission
      addressed as follows: 

     

    if
      to the
      Company: 

     

    SyntheMed,
      Inc.

    200
      Middlesex Essex Turnpike

    Iselin,
      New Jersey 08830

    Attention:
      President

    Telephone:
      (732) 404-1117

    Facsimile:
      (732) 404- 1118

     

    if
      to the
      Trustee: 

     

    [            ]
      

     

    (b)
      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 and, if any Bearer Securities are
      outstanding, published in an Authorized Newspaper. Failure to mail a notice
      or
      communication to a Holder of any Series or any defect in it shall not affect
      its
      sufficiency with respect to other Holders of that or any other Series. If a
      notice or communication is mailed or published in the manner provided above,
      within the time prescribed, it is duly given, whether or not the Holder receives
      it. 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. 

     

    (c)
      Any
      notice or demand that by any provision of this Indenture is required or
      permitted to be given or served by the Company may, at the Company’s written
      request received by the Trustee not fewer than five (5) Business Days prior
      (or such shorter period of time as may be acceptable to the Trustee) to the
      date
      on which such notice must be given or served, be given or served by the Trustee
      in the name of and at the expense of the Company. 

     

    Section 10.03
      Communication by Holders with Other Holders. Holders
      of any Series may communicate pursuant to TIA Section 312(b) with other
      Holders of that Series or any other Series with respect to their rights under
      this Indenture or the Securities of that Series or all Series. 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: 

     

    (a)
      an
      Officers’ Certificate stating that, in the opinion of the signers, all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with; and 

     

    
      
        
        

      

      
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    (b)
      an
      Opinion of Counsel stating that, in the opinion of such counsel, all such
      conditions precedent have been complied with. 

     

    Section 10.05
      Statements Required in Certificate or Opinion. Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than a certificate provided pursuant
      to
      TIA Section 314(a)(4)) shall comply with the provisions of TIA
      Section 314(e) and shall include: 

     

    (a)
      a
      statement that the person making such certificate or opinion has read such
      covenant or condition; 

     

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

     

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


     

    (d)
      a
      statement as to whether or not, in the opinion of such person, such condition
      or
      covenant has been complied with. 

     

    Section 10.06
      Rules by Trustee and Agents. The
      Trustee may make reasonable rules for action by or a meeting of Holders of
      one
      or more Series. Any Agent may make reasonable rules and set reasonable
      requirements for its functions. 

     

    Section 10.07
      Legal Holidays. Unless
      otherwise provided by Board Resolution, Officers’ Certificate or supplemental
      indenture hereto for a particular Series, a “Legal Holiday” is any day that is
      not a Business Day. 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
      No Recourse Against Others. A
      director, officer, employee or stockholder, as such, of the Company shall not
      have any liability for any obligations of the Company under the Securities
      or
      the Indenture or for any claim based on, in respect of or by reason of such
      obligations or their creation. Each Holder by accepting a Security waives and
      releases all such liability. The waiver and release are part of the
      consideration for the issue of the Securities. 

     

    Section 10.09
      Counterparts. This
      Indenture may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement. 

     

    Section 10.10
      Governing Laws. This
      Indenture and the Securities will be governed by, and construed in accordance
      with, the internal laws of the State of New York, without regard to conflict
      of
      law principles that would result in the application of any law other than the
      laws of the State of New York. 

     

    
      
        
        

      

      
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    Section 10.11
      No Adverse Interpretation of Other Agreements. This
      Indenture may not be used to interpret another indenture, loan or debt agreement
      of the Company or a Subsidiary of the Company. Any such indenture, loan or
      debt
      agreement may not be used to interpret this Indenture. 

     

    Section 10.12
      Successors. All
      agreements of the Company in this Indenture and the Securities shall bind its
      successor. All agreements of the Trustee in this Indenture shall bind its
      successor. 

     

    Section 10.13
      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. 

     

    Section 10.14
      Table of Contents, Headings, Etc. The
      Table
      of Contents, Cross-Reference Table, and headings of the Articles and Sections
      of
      this Indenture have been inserted for convenience of reference only, are not
      to
      be considered a part hereof, and shall in no way modify or restrict any of
      the
      terms or provisions hereof. 

     

    Section 10.15
      Securities in a Foreign Currency. Unless
      otherwise specified in a Board Resolution, a supplemental indenture hereto
      or an
      Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture
      with respect to a particular Series of Securities, whenever for purposes of
      this
      Indenture any action may be taken by the Holders of a specified percentage
      in
      aggregate principal amount of Securities of all Series or all Series affected
      by
      a particular action at the time outstanding and, at such time, there are
      outstanding Securities of any Series which are denominated in a coin or currency
      other than Dollars, then the principal amount of Securities of such Series
      which
      shall be deemed to be outstanding for the purpose of taking such action shall
      be
      that amount of Dollars that could be obtained for such amount at the Market
      Exchange Rate at such time. For purposes of this Section 10.15, “Market
      Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable
      transfers of that currency as published by the Federal Reserve Bank of New
      York.
      If such Market Exchange Rate is not available for any reason with respect to
      such currency, the Trustee shall use, in its sole discretion and without
      liability on its part, such quotation of the Federal Reserve Bank of New York
      as
      of the most recent available date, or quotations from one or more major banks
      in
      The City of New York or in the country of issue of the currency in question
      or
      such other quotations as the Trustee, upon consultation with the Company, shall
      deem appropriate. The provisions of this paragraph shall apply in determining
      the equivalent principal amount in respect of Securities of a Series denominated
      in currency other than Dollars in connection with any action taken by Holders
      of
      Securities pursuant to the terms of this Indenture. All decisions and
      determinations of the Trustee regarding the Market Exchange Rate or any
      alternative determination provided for in the preceding paragraph shall be
      in
      its sole discretion and shall, in the absence of manifest error, to the extent
      permitted by law, be conclusive for all purposes and irrevocably binding upon
      the Company and all Holders. 

     

    Section 10.16
      Judgment Currency. The
      Company agrees, to the fullest extent that it may effectively do so under
      applicable law, that (a) if for the purpose of obtaining judgment in any
      court it is necessary to convert the sum due in respect of the principal of
      or
      interest or other amount on the Securities of any Series (the “Required
      Currency”) into a currency in which a judgment will be rendered
      (the “Judgment Currency”), the rate of exchange used shall be the rate at which
      in accordance with normal banking procedures the Trustee could purchase in
      The
      City of New York the Required Currency with the Judgment Currency on the day
      on
      which final unappealable judgment is entered, unless such day is not a New
      York
      Banking Day, then the rate of exchange used shall be the rate at which in
      accordance with normal banking procedures the Trustee could purchase in The
      City
      of New York the Required Currency with the Judgment Currency on the New York
      Banking Day preceding the day on which final unappealable judgment is entered
      and (b) its obligations under this Indenture to make payments in the
      Required Currency (i) shall not be discharged or satisfied by any tender,
      any recovery pursuant to any judgment (whether or not entered in accordance
      with
      subsection (a)), in any currency other than the Required Currency, except to
      the
      extent that such tender or recovery shall result in the actual receipt, by
      the
      payee, of the full amount of the Required Currency expressed to be payable
      in
      respect of such payments, (ii) shall be enforceable as an alternative or
      additional cause of action for the purpose of recovering in the Required
      Currency the amount, if any, by which such actual receipt shall fall short
      of
      the full amount of the Required Currency so expressed to be payable, and
      (iii) shall not be affected by judgment being obtained for any other sum
      due under this Indenture. For purposes of the foregoing, “New York Banking Day”
means any day except a Saturday, Sunday or a legal holiday in The City of New
      York on which banking institutions are authorized or required by law, regulation
      or executive order to close. 

     

    
      
        
        

      

      
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    ARTICLE
      XI 

    SINKING
      FUNDS 

     

    Section 11.01
      Applicability of Article. The
      provisions of this Article shall be applicable to any sinking fund for the
      retirement of the Securities of a Series, except as otherwise permitted or
      required by any form of Security of such Series issued pursuant to this
      Indenture. The minimum amount of any sinking fund payment provided for by the
      terms of the Securities of any Series is herein referred to as a “mandatory
      sinking fund payment”
and
      any
      other amount provided for by the terms of Securities of such Series is herein
      referred to as an “optional
      sinking fund payment.”
If
      provided for by the terms of Securities of any Series, the cash amount of any
      sinking fund payment may be subject to reduction as provided in
      Section 11.02. Each sinking fund payment shall be applied to the redemption
      of Securities of any Series as provided for by the terms of the Securities
      of
      such Series. 

     

    Section 11.02
      Satisfaction of Sinking Fund Payments with Securities. The
      Company may, in satisfaction of all or any part of any sinking fund payment
      with
      respect to the Securities of any Series to be made pursuant to the terms of
      such
      Securities (1) deliver outstanding Securities of such Series to which such
      sinking fund payment is applicable (other than any of such Securities previously
      called for mandatory sinking fund redemption) and (2) apply as credit
      Securities of such Series to which such sinking fund payment is applicable
      and
      which have been repurchased by the Company or redeemed either at the election
      of
      the Company pursuant to the terms of such Series of Securities (except pursuant
      to any mandatory sinking fund) or through the application of permitted optional
      sinking fund payments or other optional redemptions pursuant to the terms of
      such Securities, provided that such Securities have not been previously so
      credited. Such Securities shall be received by the Trustee, together with an
      Officers’ Certificate with respect thereto, not later than 15 days prior to the
      date on which the Trustee begins the process of selecting Securities for
      redemption, and shall be credited for such purpose by the Trustee at the price
      specified in such Securities for redemption through operation of the sinking
      fund and
      the
      amount of such sinking fund payment shall be reduced accordingly. If as a result
      of the delivery or credit of Securities in lieu of cash payments pursuant to
      this Section 11.02, the principal amount of Securities of such Series to be
      redeemed in order to exhaust the aforesaid cash payment shall be less than
      $100,000, the Trustee need not call Securities of such Series for redemption,
      except upon receipt of a Company Order that such action be taken, and such
      cash
      payment shall be held by the Trustee or a Paying Agent and applied to the next
      succeeding sinking fund payment, provided, however, that the Trustee or such
      Paying Agent shall from time to time upon receipt of a Company Order pay over
      and deliver to the Company any cash payment so being held by the Trustee or
      such
      Paying Agent upon delivery by the Company to the Trustee of Securities of that
      Series purchased by the Company having an unpaid principal amount equal to
      the
      cash payment required to be released to the Company. 

     

    
      
        
        

      

      
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    Section 11.03
      Redemption of Securities for Sinking Fund. Not
      less
      than 45 days (unless otherwise indicated in the Board Resolution, supplemental
      indenture or Officers’ Certificate in respect of a particular Series of
      Securities) prior to each sinking fund payment date for any Series of
      Securities, the Company will deliver to the Trustee an Officers’ Certificate
      specifying the amount of the next ensuing mandatory sinking fund payment for
      that Series pursuant to the terms of that Series, the portion thereof, if any,
      which is to be satisfied by payment of cash and the portion thereof, if any,
      which is to be satisfied by delivering and crediting of Securities of that
      Series pursuant to Section 11.02, and the optional amount, if any, to be
      added in cash to the next ensuing mandatory sinking fund payment, and the
      Company shall thereupon be obligated to pay the amount therein specified. Not
      less than 30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate or supplemental indenture in respect of a particular Series of
      Securities) before each such sinking fund payment date the Trustee shall select
      the Securities to be redeemed upon such sinking fund payment date in the manner
      specified in Section 3.02 and cause notice of the redemption thereof to be
      given in the name of and at the expense of the Company in the manner provided
      in
      Section 3.03. Such notice having been duly given, the redemption of such
      Securities shall be made upon the terms and in the manner stated in Sections
      3.04, 3.05 and 3.06. 

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

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


     

    
      	
              SYNTHEMED,
                INC.

            	 
	 	 
	
              By: 
                ____________________________

            	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    [                            ],
      

    as
      Trustee 

     

    
      	 	 
	 	 
	
              By: 
                ____________________________

            	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    
      
        
        

      

      
        40