Blueprint





 







Exhibit 4.16

 



CORMEDIX INC.

 



and

 



                       
                                         
                    ,
as Trustee

 



INDENTURE

 



Dated as of
            ,
20__
            


 



TABLE OF CONTENTS



 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	

  

	
 

	

  

	

PAGE

	
 


	

ARTICLE 1        DEFINITIONS
AND INCORPORATION BY REFERENCE

	

  

	
 

	

1

	

  


	
 

	
 

	
 


	

1.1.

	

  

	

DEFINITIONS

	

  

	
 

	

1

	

  


	
 

	
 

	
 


	

1.2.

	

  

	

OTHER
DEFINITIONS

	

  

	
 

	

4

	

  


	
 

	
 

	
 


	

1.3.

	

  

	

INCORPORATION BY
REFERENCE OF TRUST INDENTURE ACT

	

  

	
 

	

5

	

  


	
 

	
 

	
 


	

1.4.

	

  

	

RULES
OF CONSTRUCTION

	

  

	
 

	

5

	

  


	
 

	
 


	

ARTICLE 
2        THE
SECURITIES

	

  

	
 

	

5

	

  


	
 

	
 

	
 


	

2.1.

	

  

	

ISSUABLE IN
SERIES

	

  

	
 

	

5

	

  


	
 

	
 

	
 


	

2.2.

	

  

	

ESTABLISHMENT OF
TERMS OF SERIES OF SECURITIES

	

  

	
 

	

6

	

  


	
 

	
 

	
 


	

2.3.

	

  

	

EXECUTION AND
AUTHENTICATION

	

  

	
 

	

7

	

  


	
 

	
 

	
 


	

2.4.

	

  

	

REGISTRAR AND
PAYING AGENT

	

  

	
 

	

8

	

  


	
 

	
 

	
 


	

2.5.

	

  

	

PAYING
AGENT TO HOLD ASSETS IN TRUST

	

  

	
 

	

9

	

  


	
 

	
 

	
 


	

2.6.

	

  

	

SECURITYHOLDER
LISTS

	

  

	
 

	

9

	

  


	
 

	
 

	
 


	

2.7.

	

  

	

TRANSFER AND
EXCHANGE

	

  

	
 

	

9

	

  


	
 

	
 

	
 


	

2.8.

	

  

	

REPLACEMENT
SECURITIES

	

  

	
 

	

10

	

  


	
 

	
 

	
 


	

2.9.

	

  

	

OUTSTANDING
SECURITIES

	

  

	
 

	

10

	

  


	
 

	
 

	
 


	

2.10.

	

  

	

WHEN
TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’
ACTION

	

  

	
 

	

11

	

  


	
 

	
 

	
 


	

2.11.

	

  

	

TEMPORARY
SECURITIES

	

  

	
 

	

11

	

  


	
 

	
 

	
 


	

2.12.

	

  

	

CANCELLATION

	

  

	
 

	

11

	

  


	
 

	
 

	
 


	

2.13.

	

  

	

PAYMENT
OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF
INTEREST

	

  

	
 

	

11

	

  


	
 

	
 

	
 


	

2.14.

	

  

	

CUSIP
NUMBER

	

  

	
 

	

11

	

  


	
 

	
 

	
 


	

2.15.

	

  

	

PROVISIONS FOR
GLOBAL SECURITIES

	

  

	
 

	

12

	

  


	
 

	
 

	
 


	

2.16.

	

  

	

PERSONS
DEEMED OWNERS

	

  

	
 

	

13

	

  


	
 

	
 


	

ARTICLE 3        REDEMPTION

	

  

	
 

	

13

	

  


	
 

	
 

	
 


	

3.1

	

  

	

NOTICES
TO TRUSTEE

	

  

	
 

	

13

	

  


	
 

	
 

	
 


	

3.2.

	

  

	

SELECTION BY
TRUSTEE OF SECURITIES TO BE REDEEMED

	

  

	
 

	

13

	

  


	
 

	
 

	
 


	

3.3.

	

  

	

NOTICE
OF REDEMPTION

	

  

	
 

	

13

	

  


	
 

	
 

	
 


	

3.4.

	

  

	

EFFECT
OF NOTICE OF REDEMPTION

	

  

	
 

	

14

	

  


	
 

	
 

	
 


	

3.5

	

  

	

DEPOSIT
OF REDEMPTION PRICE

	

  

	
 

	

14

	

  


	
 

	
 

	
 


	

3.6

	

  

	

SECURITIES REDEEMED
IN PART

	

  

	
 

	

15

	

  







 


 




 








 






 


	
 

	

  

	
 

	

  

	
 

	
 

	
 


	

ARTICLE 4        COVENANTS

	

  

	
 

	

15

	

  


	
 

	
 

	
 


	

4.1.

	

  

	

PAYMENT
OF SECURITIES

	

  

	
 

	

15

	

  


	
 

	
 

	
 


	

4.2.

	

  

	

SEC
REPORTS

	

  

	
 

	

15

	

  


	
 

	
 

	
 


	

4.3.

	

  

	

WAIVER
OF STAY, EXTENSION OR USURY LAWS

	

  

	
 

	

15

	

  


	
 

	
 

	
 


	

4.4.

	

  

	

COMPLIANCE
CERTIFICATE

	

  

	
 

	

15

	

  


	
 

	
 

	
 


	

4.5.

	

  

	

CORPORATE
EXISTENCE

	

  

	
 

	

16

	

  


	
 

	
 


	

ARTICLE 5        SUCCESSOR
CORPORATION

	

  

	
 

	

16

	

  


	
 

	
 

	
 


	

5.1.

	

  

	

LIMITATION ON
CONSOLIDATION, MERGER AND SALE OF ASSETS

	

  

	
 

	

16

	

  


	
 

	
 

	
 


	

5.2.

	

  

	

SUCCESSOR PERSON
SUBSTITUTED

	

  

	
 

	

17

	

  


	
 

	
 


	

ARTICLE 6        DEFAULTS
AND REMEDIES

	

  

	
 

	

17

	

  


	
 

	
 

	
 


	

6.1.

	

  

	

EVENTS
OF DEFAULT

	

  

	
 

	

17

	

  


	
 

	
 

	
 


	

6.2.

	

  

	

ACCELERATION

	

  

	
 

	

18

	

  


	
 

	
 

	
 


	

6.3.

	

  

	

REMEDIES

	

  

	
 

	

18

	

  


	
 

	
 

	
 


	

6.4.

	

  

	

WAIVER
OF PAST DEFAULTS AND EVENTS OF DEFAULT

	

  

	
 

	

18

	

  


	
 

	
 

	
 


	

6.5

	

  

	

CONTROL
BY MAJORITY

	

  

	
 

	

19

	

  


	
 

	
 

	
 


	

6.6.

	

  

	

LIMITATION ON
SUITS

	

  

	
 

	

19

	

  


	
 

	
 

	
 


	

6.7.

	

  

	

RIGHTS
OF HOLDERS TO RECEIVE PAYMENT

	

  

	
 

	

19

	

  


	
 

	
 

	
 


	

6.8.

	

  

	

COLLECTION SUIT BY
TRUSTEE

	

  

	
 

	

19

	

  


	
 

	
 

	
 


	

6.9.

	

  

	

TRUSTEE
MAY FILE PROOFS OF CLAIM

	

  

	
 

	

20

	

  


	
 

	
 

	
 


	

6.10.

	

  

	

PRIORITIES

	

  

	
 

	

20

	

  


	
 

	
 

	
 


	

6.11.

	

  

	

UNDERTAKING FOR
COSTS

	

  

	
 

	

20

	

  


	
 

	
 


	

ARTICLE 7        TRUSTEE

	

  

	
 

	

20

	

  


	
 

	
 

	
 


	

7.1.

	

  

	

DUTIES
OF TRUSTEE

	

  

	
 

	

20

	

  


	
 

	
 

	
 


	

7.2.

	

  

	

RIGHTS
OF TRUSTEE

	

  

	
 

	

21

	

  


	
 

	
 

	
 


	

7.3.

	

  

	

INDIVIDUAL RIGHTS
OF TRUSTEE

	

  

	
 

	

22

	

  


	
 

	
 

	
 


	

7.4.

	

  

	

TRUSTEE’S
DISCLAIMER

	

  

	
 

	

22

	

  


	
 

	
 

	
 


	

7.5.

	

  

	

NOTICE
OF DEFAULT

	

  

	
 

	

22

	

  


	
 

	
 

	
 


	

7.6.

	

  

	

REPORTS
BY TRUSTEE TO HOLDERS

	

  

	
 

	

22

	

  


	
 

	
 

	
 


	

7.7.

	

  

	

COMPENSATION AND
INDEMNITY

	

  

	
 

	

23

	

  


	
 

	
 

	
 


	

7.8.

	

  

	

REPLACEMENT OF
TRUSTEE

	

  

	
 

	

23

	

  







 


 




 








 






 


 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	

7.9.

	

  

	

SUCCESSOR TRUSTEE
BY CONSOLIDATION, MERGER OR CONVERSION

	

  

	
 

	

24

	

  


	
 

	
 

	
 


	

7.10.

	

  

	

ELIGIBILITY;
DISQUALIFICATION

	

  

	
 

	

24

	

  


	
 

	
 

	
 


	

7.11.

	

  

	

PREFERENTIAL
COLLECTION OF CLAIMS AGAINST COMPANY

	

  

	
 

	

24

	

  


	
 

	
 

	
 


	

7.12.

	

  

	

PAYING
AGENTS

	

  

	
 

	

24

	

  


	
 

	
 


	

ARTICLE 8        AMENDMENTS,
SUPPLEMENTS AND WAIVERS

	

  

	
 

	

25

	

  


	
 

	
 

	
 


	

8.1.

	

  

	

WITHOUT
CONSENT OF HOLDERS

	

  

	
 

	

25

	

  


	
 

	
 

	
 


	

8.2.

	

  

	

WITH
CONSENT OF HOLDERS

	

  

	
 

	

25

	

  


	
 

	
 

	
 


	

8.3.

	

  

	

COMPLIANCE WITH
TRUST INDENTURE ACT

	

  

	
 

	

26

	

  


	
 

	
 

	
 


	

8.4.

	

  

	

REVOCATION AND
EFFECT OF CONSENTS

	

  

	
 

	

26

	

  


	
 

	
 

	
 


	

8.5.

	

  

	

NOTATION ON OR
EXCHANGE OF SECURITIES

	

  

	
 

	

27

	

  


	
 

	
 

	
 


	

8.6.

	

  

	

TRUSTEE
TO SIGN AMENDMENTS, ETC.

	

  

	
 

	

27

	

  


	
 

	
 


	

ARTICLE 9        DISCHARGE
OF INDENTURE; DEFEASANCE

	

  

	
 

	

27

	

  


	
 

	
 

	
 


	

9.1.

	

  

	

DISCHARGE OF
INDENTURE

	

  

	
 

	

27

	

  


	
 

	
 

	
 


	

9.2.

	

  

	

LEGAL
DEFEASANCE

	

  

	
 

	

27

	

  


	
 

	
 

	
 


	

9.3.

	

  

	

COVENANT
DEFEASANCE

	

  

	
 

	

28

	

  


	
 

	
 

	
 


	

9.4.

	

  

	

CONDITIONS TO LEGAL
DEFEASANCE OR COVENANT DEFEASANCE

	

  

	
 

	

28

	

  


	
 

	
 

	
 


	

9.5.

	

  

	

DEPOSITED MONEY AND
U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
MISCELLANEOUS PROVISIONS

	

  

	
 

	

29

	

  


	
 

	
 

	
 


	

9.6.

	

  

	

REINSTATEMENT

	

  

	
 

	

30

	

  


	
 

	
 

	
 


	

9.7.

	

  

	

MONEYS
HELD BY PAYING AGENT

	

  

	
 

	

30

	

  


	
 

	
 

	
 


	

9.8.

	

  

	

MONEYS
HELD BY TRUSTEE

	

  

	
 

	

30

	

  


	
 

	
 


	

ARTICLE 10        MISCELLANEOUS

	

  

	
 

	

30

	

  


	
 

	
 

	
 


	

10.1.

	

  

	

TRUST
INDENTURE ACT CONTROLS

	

  

	
 

	

30

	

  


	
 

	
 

	
 


	

10.2.

	

  

	

NOTICES

	

  

	
 

	

30

	

  


	
 

	
 

	
 


	

10.3.

	

  

	

COMMUNICATIONS BY
HOLDERS WITH OTHER HOLDERS

	

  

	
 

	

31

	

  


	
 

	
 

	
 


	

10.4.

	

  

	

CERTIFICATE AND
OPINION AS TO CONDITIONS PRECEDENT

	

  

	
 

	

32

	

  


	
 

	
 

	
 


	

10.5.

	

  

	

STATEMENT REQUIRED
IN CERTIFICATE AND OPINION

	

  

	
 

	

32

	

  


	
 

	
 

	
 


	

10.6.

	

  

	

RULES
BY TRUSTEE AND AGENTS

	

  

	
 

	

32

	

  


	
 

	
 

	
 


	

10.7.

	

  

	

BUSINESS DAYS;
LEGAL HOLIDAYS; PLACE OF PAYMENT

	

  

	
 

	

32

	

  


	
 

	
 

	
 


	

10.8.

	

  

	

GOVERNING
LAW

	

  

	
 

	

32

	

  







 


 




 








 






 


 


	

10.9.

	

  

	

NO
ADVERSE INTERPRETATION OF OTHER AGREEMENTS

	

  

	
 

	

32

	

  


	
 

	
 

	
 


	

10.10.

	

  

	

NO
RECOURSE AGAINST OTHERS

	

  

	
 

	

33

	

  


	
 

	
 

	
 


	

10.11.

	

  

	

SUCCESSORS

	

  

	
 

	

33

	

  


	
 

	
 

	
 


	

10.12.

	

  

	

MULTIPLE
COUNTERPARTS

	

  

	
 

	

33

	

  


	
 

	
 

	
 


	

10.13.

	

  

	

TABLE
OF CONTENTS, HEADINGS, ETC.

	

  

	
 

	

33

	

  


	
 

	
 

	
 


	

10.14.

	

  

	

SEVERABILITY

	

  

	
 

	

33

	

  


	
 

	
 

	
 


	

10.15.

	

  

	

SECURITIES IN A
FOREIGN CURRENCY OR IN EUROS

	

  

	
 

	

33

	

  


	
 

	
 

	
 


	

10.16.

	

  

	

JUDGMENT
CURRENCY

	

  

	
 

	

34

	

  








 




 








 










 



CROSS-REFERENCE TABLE



 


	
 

	
 

	
 


	

TIA
SECTION

	

  

	

INDENTURE
SECTION


	

310(a)(1)(2)(5)

	

  

	

7.10


	

310(a)(3)(4)

	

  

	

Inapplicable


	

310(b)

	

  

	

7.8;
7.10


	

310(c)

	

  

	

Inapplicable


	
 

	
 


	

311(a)(b)

	

  

	

7.11


	

311(c)

	

  

	

Inapplicable


	
 

	
 


	

312(a)

	

  

	

2.6


	

312(b)(c)

	

  

	

10.3


	
 

	
 


	

313(a)(b)

	

  

	

7.6


	

313(c)

	

  

	

7.6;
10.2


	

313(d)

	

  

	

7.6


	
 

	
 


	

314(a)

	

  

	

4.2;
4.4; 10.2


	

314(b)

	

  

	

N/A


	

314(c)(1)(2)

	

  

	

10.4;
10.5


	

314(c)(3)

	

  

	

Inapplicable


	

314(d)

	

  

	

Inapplicable


	

314(e)

	

  

	

10.5


	

314(f)

	

  

	

Inapplicable


	
 

	
 


	

315(a)

	

  

	

7.1,
7.2


	

315(b)

	

  

	

7.5;
10.2


	

315(c)

	

  

	

7.1


	

315(d)

	

  

	

7.1;
7.2


	

315(e)

	

  

	

6.11


	
 

	
 


	

316(a)(last
sentence)

	

  

	

2.10


	

316(a)(1)(A)

	

  

	

6.5


	

316(a)(1)(B)

	

  

	

6.4


	

316(a)(2)

	

  

	

8.2


	

316(b)

	

  

	

6.7


	

316(c)

	

  

	

8.4


	
 

	
 


	

317(a)(1)

	

  

	

6.8


	

317(a)(2)

	

  

	

6.9


	

317(b)

	

  

	

2.5;
7.12


	
 

	
 


	

318(a)

	

  

	

10.1







 

 






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



 




 








 






 


INDENTURE,
dated as of
                    ,
20__, by and between CorMedix Inc., a Delaware corporation, as
Issuer (the “Company”) and
                                        ,
a
                                        organized
under the laws of
                                        ,
as Trustee (the “Trustee”).

 



RECITALS OF THE COMPANY

 


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

 


All
things necessary to make this Indenture a valid agreement of the
Company in accordance with its terms have been done, and the
execution and delivery thereof have been in all respects duly
authorized by the parties hereto.

 



NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 


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

 



ARTICLE 1

 



DEFINITIONS AND INCORPORATION BY REFERENCE



 


	

1.1.

	

DEFINITIONS.






 


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

 


“Agent”
means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

 


“Board
of Directors” means the Board of Directors of the Company or
any committee duly authorized to act therefor.

 


“Board
Resolution” means a copy of a resolution certified pursuant
to an Officers’ Certificate to have been duly adopted by the
Board of Directors of the Company and to be in full force and
effect on the date of such certification which has been delivered
to the Trustee.


 


“Capital
Stock” means, with respect to any Person, any and all shares
or other equivalents (however designated) of capital stock,
partnership interests or any other participation, right or other
interest in the nature of an equity interest in such Person or any
option, warrant or other security convertible into any of the
foregoing.

 


“Company”
means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article
5 of this Indenture, and thereafter means the successor and any
other primary obligor on the Securities.

 


“Company
Order” means a written order signed in the name of the
Company by two Officers, one of whom must be its Chief Executive
Officer or its Chief Financial Officer.


 




 

1








 






 


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

 


“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 that is, or that with the passing of time or giving
of notice or both would be, an Event of Default.

 


“Depository”
means, with respect to the Securities of any Series issuable or
issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depository for such Series by
the Company, which Depository shall be a clearing agency registered
under the Exchange Act, until a successor Depository shall have
become such pursuant to the applicable provisions of this
Indenture, and thereafter “Depository” shall mean each
Person who is then a Depository hereunder, and if at any time there
is more than one such Person, such Persons.

 


“Dollars”
means the currency of the United States of America.

 


“Euro”
means the single currency of participating member states of the
economic and monetary union as contemplated in the Treaty on
European Union.

 


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

 


“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
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) and
(ii), are not callable or redeemable at the option of the issuer
thereof.



 


“GAAP”
means generally accepted accounting principles consistently applied
as in effect in the United States of America from time to
time.

 


“Global
Security” or “Global Securities” means a Security
or Securities, as the case may be, in the form established pursuant
to Section 2.2, 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, and
bearing the legend set forth in Section 2.15(c) (or such other
legend(s) as may be applied to such Securities in accordance with
Section 2.2(24)).

 


“Holder”
or “Securityholder” means the Person in whose name a
Security is registered on the Registrar’s books.

 


“Indebtedness”
means (without duplication), with respect to any Person, any
indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or
not the recourse of the lender is to the whole of the assets of
such Person or only to a portion thereof), or evidenced by bonds,
notes, debentures or similar instruments, or representing the
balance deferred and unpaid of the purchase price of any property
(excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary
course of business), if and to the extent any of the foregoing
indebtedness would appear as a liability upon a balance sheet of
such Person prepared in accordance with GAAP.

 


“Indenture”
means this Indenture as amended, restated or supplemented from time
to time.


 




 

2








 






 


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

 


“Lien”
means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, lien, charge, easement,
encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever on or
with respect to such property or assets (including, without
limitation, any capitalized lease obligation, conditional sales or
other title retention agreement having substantially the same
economic effect as any of the foregoing).

 


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

 


“Officer”
means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the
Secretary of the Company, or any other officer designated by the
Board of Directors, as the case may be.

 


“Officers’
Certificate” means, with respect to any Person, a certificate
signed by the Chairman, Chief Executive Officer, President or any
Senior or Executive Vice President and the Chief Financial Officer
or any Treasurer of such Person, that shall comply with applicable
provisions of this Indenture.


 


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

 


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

 


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

 


“Responsible
Officer,” when used with respect to the Trustee, means any
officer within the corporate trust department or division of the
Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers, and also
means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular
subject.

 


“SEC”
means the United States Securities and Exchange Commission as
constituted from time to time, or any successor performing
substantially the same functions.

 


“Securities”
means the securities that are issued under this Indenture, as
amended or supplemented from time to time pursuant to this
Indenture.

 


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

 


“Series”
or “Series of Securities” means each series of
debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.1 and 2.2.

 


“Significant
Subsidiary” means (i) any direct or indirect Subsidiary
of the Company that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such regulation is in effect on
the date hereof, or (ii) any group of direct or indirect
Subsidiaries of the Company that, taken together as a group, would
be a “significant subsidiary” as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities
Act, as such regulation is in effect on the date
hereof.

 


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


 




 

3








 






 


“Subsidiary” of any
specified Person means any corporation, limited liability company,
partnership, joint venture, association or other business entity,
whether now existing or hereafter organized or acquired,
(i) in the case of a corporation, of which more than 50% of
the total voting power of the Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the
election of directors thereof is held, directly or indirectly, by
such Person or any of its
Subsidiaries; or (ii) in the case of a partnership, joint
venture, association or other business entity, with respect to
which such Person or any of its Subsidiaries has the power to
direct or cause the direction of the management and policies of
such entity by contract or otherwise, or if in accordance with GAAP
such entity is consolidated with such Person for financial
statement purposes.

 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code
Section 77aaa-77bbbb) as in effect on the date of this
Indenture (except as provided in Section 8.3).

 


“Trustee”
means the party named as such in this Indenture until a successor
replaces it pursuant to this Indenture, and thereafter means the
successor, 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.

 


“U.S.
Government Obligations” means direct non-callable obligations
of, or non-callable obligations guaranteed by, the United States of
America for the payment of which obligation or guarantee the full
faith and credit of the United States of America is
pledged.



 


	

1.2.

	

OTHER
DEFINITIONS.






 


The
definitions of the following terms may be found in the sections
indicated as follows:



 


	
 

	
 

	
 


	

TERM





 

	

  

	

DEFINED
IN SECTION





 


	
 

	
 


	

“Bankruptcy
Law”

	

  

	

6.1


	
 

	
 


	

“Business
Day”

	

  

	

10.7


	
 

	
 


	

“Covenant
Defeasance”

	

  

	

9.3


	
 

	
 


	

“Custodian”

	

  

	

6.1


	
 

	
 


	

“Event of
Default”

	

  

	

6.1


	
 

	
 


	

“Journal”

	

  

	

10.15


	
 

	
 


	

“Judgment
Currency”

	

  

	

10.16


	
 

	
 


	

“Legal
Defeasance”

	

  

	

9.2


	
 

	
 


	

“Legal
Holiday”

	

  

	

10.7


	
 

	
 


	

“Market
Exchange Rate”

	

  

	

10.15


	
 

	
 


	

“New York
Paying Agent”

	

  

	

2.4


	
 

	
 


	

“Paying
Agent”

	

  

	

2.4


	
 

	
 


	

“Place of
Payment”

	

  

	

10.7


	
 

	
 


	

“Registrar”

	

  

	

2.4


	
 

	
 


	

“Required
Currency”

	

  

	

10.16


	
 

	
 


	

“Service
Agent”

	

  

	

2.4







 


 




 

4








 






 


	

1.3.

	

INCORPORATION
BY REFERENCE OF TRUST INDENTURE ACT.






 


Whenever
this Indenture refers to a provision of the TIA, the portion of
such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA 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
securityholder” means a Holder or
Securityholder.

 


“indenture
to be qualified” means this Indenture.

 


“indenture
trustee” or “institutional trustee” means the
Trustee.

 


“obligor
on the indenture securities” means the Company.

 


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



 


	

1.4.

	

RULES
OF CONSTRUCTION.






 


Unless
the context otherwise requires:

 


(1)
a term has the meaning assigned to it herein, whether defined
expressly or by reference;

 


(2)
an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

 


(3)
“or” is not exclusive;

 


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

 


(5)
words used herein implying any gender shall apply to each gender;
and

 


(6)
the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article,
Section or other subdivision.



 


 



ARTICLE 2

 



THE SECURITIES



 


	

2.1.

	

ISSUABLE
IN SERIES.






 


The
aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is
$[                    ].
The Securities may be issued in one or more Series. All Securities
of a Series shall be identical except as may be set forth in a
Board Resolution, a supplemental indenture or an Officers’
Certificate detailing the adoption of the terms thereof pursuant to
the 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
may provide for the method by which specified terms (such as
interest rate, Stated Maturity, 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.


 




 

5








 






 


	

2.2.

	

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 2.2(1) and either as to such Securities within
the Series or as to the Series generally in the case of Subsections
2.2(2) through 2.2(24)) by a Board Resolution, a supplemental
indenture or an Officers’ Certificate, in each case, pursuant
to authority granted under a Board Resolution:

 


(1)
the title of the Series (which shall distinguish the Securities of
that particular Series from the Securities of any other
Series);

 


(2)
any limit upon the aggregate principal amount of the Securities of
the Series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of,
other Securities of the Series pursuant to Section 2.7, 2.8,
2.11, 3.6 or 8.5);

 


(3)
the price or prices (expressed as a percentage of the principal
amount thereof) at which the Securities of the Series will be
issued;

 


(4)
the date or dates on which the principal of the Securities of the
Series is payable;

 


(5)
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;



 


(6)
the place or places where the principal of, and interest and
premium, if any, on, the Securities of the Series shall be payable,
or the method of such payment, if by wire transfer, mail or other
means;

 


(7)
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;

 


(8)
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;

 


(9)
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;

 


(10)
if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Securities of the Series
shall be issuable;

 


(11)
the forms of the Securities of the Series in bearer (if to be
issued outside of the United States of America) or fully registered
form (and, if in fully registered form, whether the Securities will
be issuable as Global Securities);

 


(12)
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 6.2;


 




 

6








 






 


(13)
the currency of denomination of the Securities of the Series, which
may be Dollars or any Foreign Currency, including, but not limited
to, the Euro, and, if such currency of denomination is a composite
currency other than the Euro, the agency or organization, if any,
responsible for overseeing such composite currency;

 


(14)
the designation of the currency, currencies or currency units in
which payment of the principal of, and interest and premium, if
any, on, the Securities of the Series will be made;

 


(15)
if payments of principal of, or interest or premium, if any, on,
the Securities of the Series are to be made in one or more
currencies or currency units other than that or those in which such
Securities are denominated, the manner in which the exchange rate
with respect to such payments will be determined;

 


(16)
the manner in which the amounts of payment of principal of, or
interest and premium, if any, on, the Securities of the Series will
be determined, if such amounts may be determined by reference to an
index based on a currency or currencies or by reference to a
commodity, commodity index, stock exchange index or financial
index;



 


(17)
the provisions, if any, relating to any collateral provided for the
Securities of the Series;

 


(18)
any addition to or change in the covenants set forth in Articles 4
or 5 that applies to Securities of the Series;

 


(19)
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 6.2;

 


(20)
the terms and conditions, if any, for conversion of the Securities
into or exchange of the Securities for shares of common stock or
preferred stock of the Company that apply to Securities of the
Series;

 


(21)
any depositories, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to Securities of
such Series if other than those appointed herein;

 


(22)
the terms and conditions, if any, upon which the Securities shall
be subordinated in right of payment to other Indebtedness of the
Company;

 


(23)
if applicable, that the Securities of the Series, in whole or any
specified part, shall be defeasible pursuant to Article 9;
and

 


(24)
any other terms of the Securities of the Series (which terms shall
not be inconsistent with the provisions of this Indenture, except
as permitted by Section 8.1, but 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 or Officers’ Certificate
referred to above, however, the authorized principal amount of any
Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers’
Certificate.



 


	

2.3.

	

EXECUTION
AND AUTHENTICATION.






 


The
Securities shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of
the Company. Each such signature may be either manual or facsimile.
The Company’s seal may be impressed, affixed, imprinted or
reproduced on the Securities and may be in facsimile
form.

 


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.


 




 

7








 






 


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.

 


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 2.2, except as provided in
Section 2.8.

 


Prior
to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.1) 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 10.4, and (c) an
Opinion of Counsel complying with Section 10.4.

 


The
Trustee shall have the right to decline to authenticate and deliver
any Securities of any Series: (a) if the Trustee, being
advised in writing by outside counsel, determines that such action
may not lawfully be taken; or (b) if the Trustee in good faith
by its board of directors or trustees, executive committee or a
trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to
personal liability, or cause it to have a conflict of interest with
respect 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. Any
appointment shall be evidenced by an instrument signed by an
authorized officer of the Trustee, a copy of which shall be
furnished to the Company. 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.



 


	

2.4.

	

REGISTRAR
AND PAYING AGENT.






 


The Company shall maintain in
each Place of Payment for any Series of Securities (i) an
office or agency where such Securities may be presented for
registration of transfer or for exchange (“Registrar”),
(ii) an office or agency where such Securities may be
presented for payment (“Paying Agent”) (PROVIDED that
the Company shall at all times maintain a Paying Agent in the
Borough of Manhattan, City of New York, State of New York (the
“New York Paying Agent”), and PROVIDED, FURTHER, that
at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such
address shall appear in the register for the Securities maintained
by the Registrar), and (iii) an office or agency where notices
and demands to or upon the Company in respect of the Securities and
this Indenture may be served (“Service Agent”). The
Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company may have one or more
co-registrars and
one or more additional paying agents. The Company shall give prompt
written notice to the Trustee of the location, and any change in
the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office, or to furnish the
Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the
Trustee as set forth in Section 10.2. If the Company acts as
Paying Agent, it shall segregate the money held by it for the
payment of principal of, and interest and premium, if any, on, the
Securities and hold it as a separate trust fund. The Company may
change any Paying Agent, Registrar, co-registrar or any other Agent
without notice to any Securityholder.


 




 

8








 






 


The
Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or
surrendered for any or all such purposes, and may from time to time
rescind such designations; PROVIDED, HOWEVER, that no such
designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of
Payment for Securities of any Series for such purposes. The Company
hereby initially designates the Corporate Trust Office of the
Trustee as such office of the Company. The Company shall give
prompt written notice to the Trustee of such designation or
rescission, and of any change in the location of any such other
office or agency.

 


The
Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent, or agent for service of
notices and demands, or fails to give the foregoing notice, the
Trustee shall act as such. The Company hereby appoints the Trustee
as 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. The Company designates
                                        ,
as the New York Paying Agent, with offices
at                                        .



 


	

2.5.

	

PAYING
AGENT TO HOLD ASSETS IN TRUST.






 


The
Trustee as Paying Agent shall, and the Company shall require each
Paying Agent other than the Trustee to agree in writing that each
Paying Agent shall, hold in trust for the benefit of the Holders of
any Series of Securities or the Trustee all assets held by the
Paying Agent for the payment of principal of, or interest or
premium, if any, on, such Series of Securities (whether such assets
have been distributed to it by the Company or any other obligor on
such Series of Securities), and the Company and the Paying Agent
shall notify the Trustee in writing of any Default by the Company
(or any other obligor on such Series of Securities) in making any
such payment. The Company at any time may require a Paying Agent to
distribute all assets held by it to the Trustee and account for any
assets disbursed, and the Trustee may, at any time during the
continuance of any payment default with respect to any Series of
Securities, upon written request to a Paying Agent, require such
Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company
to the Paying Agent, the Paying Agent shall have no further
liability for such assets.



 


	

2.6.

	

SECURITYHOLDER
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 Securityholders of each Series of Securities. If the
Trustee is not the Registrar, the Company shall furnish to the
Trustee as of each regular record date for the payment of interest
on the Securities of a Series and before each related 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 Securityholders of
each Series of Securities.



 


	

2.7.

	

TRANSFER
AND EXCHANGE.






 


When
Securities of a Series are presented to the Registrar with a
request to register the transfer thereof, the Registrar shall
register the transfer as requested if the requirements of
applicable law are met, and when such Securities of a Series are
presented to the Registrar with a request to exchange them for an
equal principal amount of other authorized denominations of
Securities of the same Series, the Registrar shall make the
exchange as requested. To permit transfers and exchanges, upon
surrender of any Security for registration of transfer at the
office or agency maintained pursuant to Section 2.4, the
Company shall execute and the Trustee shall authenticate Securities
at the Registrar’s request.

 


If
Securities are issued as Global Securities, the provisions of
Section 2.15 shall apply.


 




 

9








 






 


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

 


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

 


Any
exchange or transfer shall be without charge, except that the
Company may require payment by the Holder of a sum sufficient to
cover any tax or other governmental charge that may be imposed in
relation to a transfer or exchange, but this provision shall not
apply to any exchange pursuant to Section 2.11, 3.6 or 8.5.
The Trustee shall not be required to register transfers of
Securities of any Series, or to exchange Securities of any Series,
for a period of 15 days before the record date for selection for
redemption of such Securities. The Trustee shall not be required to
exchange or register transfers of Securities of any Series called
or being called for redemption in whole or in part, except the
unredeemed portion of such Security being redeemed in
part.



 


	

2.8.

	

REPLACEMENT
SECURITIES.






 


If a mutilated Security is
surrendered to the Trustee, or if the Holder of a Security presents
evidence to the satisfaction of the Company and the Trustee that
the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate
a replacement
Security of the same Series and of like tenor and principal amount
and bearing a number not contemporaneously outstanding. An
indemnity bond may be required by the Company or the Trustee that
is sufficient in the reasonable judgment of the Company or the
Trustee, as the case may be, to protect the Company, the Trustee or
any Agent from any loss which any of them may suffer if a Security
is replaced. The Company may charge such Holder for the
Company’s out-of-pocket expenses in replacing a Security,
including the fees and expenses of the Trustee. Every replacement
Security shall constitute an original additional 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.



 


	

2.9.

	

OUTSTANDING
SECURITIES.






 


Securities
outstanding at any time are all Securities authenticated by the
Trustee, except for those canceled by it, those delivered to it for
cancellation and those described in this Section 2.9 as not
outstanding.

 


If
a Security is replaced pursuant to Section 2.8 (other than a
mutilated Security surrendered for replacement), it ceases to be
outstanding until the Company and the Trustee receive proof
satisfactory to each of them that the replaced Security is held by
a bona fide purchaser. A mutilated Security ceases to be
outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.8.

 


If
a Paying Agent holds on a Redemption Date or the Stated Maturity
money sufficient to pay the principal of, premium, if any, and
accrued interest on, Securities payable on that date, and is not
prohibited from paying such money to the Holders thereof pursuant
to the terms of this Indenture (PROVIDED, that if such Securities
are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to
the Trustee has been made), then on and after that date such
Securities cease to be outstanding and interest on them ceases to
accrue.

 


A
Security does not cease to be outstanding solely because the
Company or an Affiliate holds the Security.



 




 

10








 






 


	

2.10.

	

WHEN
TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’
ACTION.






 


In
determining whether the Holders of the required aggregate principal
amount of the Securities of any Series have concurred in any
direction, waiver or consent, the Securities of any Series owned by
the Company or any other obligor on such Securities, or by any
Affiliate of any of them, shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities
of such Series which the Trustee actually knows are so owned shall
be so disregarded. Securities of such Series so owned which have
been pledged in good faith shall not be disregarded if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to the Securities of such Series and
that the pledgee is not the Company or any other obligor on the
Securities of such Series, or an Affiliate of any of
them.



 


	

2.11.

	

TEMPORARY
SECURITIES.






 


Until
definitive Securities are ready for delivery, the Company may
prepare and execute, and the Trustee shall authenticate, temporary
Securities. Temporary Securities shall be substantially in the
form, and shall carry all rights, of definitive Securities, but may
have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall
prepare and execute, and the Trustee shall authenticate, definitive
Securities in exchange for temporary Securities without charge to
the Holder.



 


	

2.12.

	

CANCELLATION.






 


All
Securities surrendered for payment, redemption or registration of
transfer or exchange, or for credit against any sinking fund
payment, shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee for cancellation. The Company
may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. The Registrar
and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for transfer, exchange or payment. The Trustee
or, at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel, and at the written request of
the Company shall dispose of, all Securities surrendered for
transfer, exchange, payment or cancellation. If the Company shall
acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by
such Securities unless and until the same are surrendered to the
Trustee for cancellation pursuant to this Section 2.12. No
Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 2.12, except
as expressly permitted by this Indenture.



 


	

2.13.

	

PAYMENT
OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF
INTEREST.






 


Except
as otherwise provided as contemplated by Section 2.2 with
respect to any Series of Securities, interest on any Security which
is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name
that Security is registered at the close of business on the regular
record date for such interest, as provided in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate
establishing the terms of such Series.

 


If
the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on
defaulted amounts pursuant to Section 4.1, to the Persons who
are Securityholders on a subsequent special record date, which date
shall be the 15th day next preceding the date fixed by the Company
for the payment of defaulted interest, or the next succeeding
Business Day if such date is not a Business Day. At least 15 days
before the special record date, the Company shall mail or cause to
be mailed to each Securityholder, with a copy to the Trustee, a
notice that states the special record date, the payment date and
the amount of defaulted interest, and interest payable on such
defaulted interest, if any, to be paid.



 


Except
as otherwise specified as contemplated by Section 2.2 for
Securities of any Series, interest on the Securities of each Series
shall be computed on the basis of a 360-day year of twelve 30-day
months.



 


	

2.14.

	

CUSIP
NUMBER.






 


The
Company in issuing the Securities may use one or more
“CUSIP” numbers, and, if the Company does so, the
Trustee shall use the CUSIP number(s) in notices of redemption or
exchange as a convenience to Holders, PROVIDED, that any such
notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number(s) printed in the
notice or on the Securities, and that reliance may be placed only
on the other identification numbers printed on the Securities, and
that any such redemption or exchange shall not be affected by any
defect in or omission of any such numbers.



 




 

11








 






 


	

2.15.

	

PROVISIONS
FOR GLOBAL SECURITIES.






 


(a)
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
Securities or Securities.

 


(b)
Notwithstanding any provisions to the contrary contained in
Section 2.7 and in addition thereto, if, and only if the
Depository (i) at any time is unwilling or unable to continue
as Depository for such Global Security or ceases to be a clearing
agency registered under the Exchange Act and (ii) a successor
Depository is not appointed by the Company within 90 days after the
date the Company is so informed in writing or becomes aware of the
same, the Company promptly will execute and deliver to the Trustee
definitive Securities, and the Trustee, upon receipt of a Company
Request for the authentication and delivery of such definitive
Securities (which the Company will promptly execute and deliver to
the Trustee) and an Officers’ Certificate to the effect that
such Global Security shall be so exchangeable, will authenticate
and deliver definitive Securities, without charge, registered in
such names and in such authorized denominations as the Depository
shall direct in writing (pursuant to instructions from its direct
and indirect participants or otherwise) in an aggregate principal
amount equal to the principal amount of the Global Security with
like tenor and terms. Upon the exchange of a Global Security for
definitive Securities, such Global Security shall be canceled by
the Trustee. Unless and until it is exchanged in whole or in part
for definitive Securities, as provided in this
Section 2.15(b), 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.

 


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

 


“This Security is a Global
Security within the meaning of the Indenture hereinafter referred
to, and is registered in the name of 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.”

 


(d)
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.

 


(e)
Notwithstanding the other provisions of this Indenture, unless
otherwise specified as contemplated by Section 2.2, payment of
the principal of, and interest and premium, if any, on, any Global
Security shall be made to the Depository or its nominee in its
capacity as the Holder thereof.

 


(f)
Except as provided in Section 2.15(e) above, the Company, the
Trustee and any Agent shall treat a Person as the Holder of such
principal amount of outstanding Securities of any Series
represented by a Global Security as shall be specified in a written
statement of the Depository (which may be in the form of a
participants’ list for such Series) 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, PROVIDED, that until the
Trustee is so provided with a written statement, it may treat the
Depository or any other Person in whose name a Global Security is
registered as the owner of such Global Security for the purpose of
receiving payment of the principal of, and any premium and (subject
to Section 2.13) any interest on, such Global Security and for
all other purposes whatsoever, and none of the Company, the Trustee
or any agent of the Company or the Trustee shall be affected by
notice to the contrary.



 




 

12








 






 


	

2.16.

	

PERSONS
DEEMED OWNERS.






 


Prior
to due presentment of a Security for registration of transfer, the
Company, the Trustee, the Registrar and any agent of the Company,
the Registrar or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the
purpose of receiving payment of the principal of, and any premium
and (subject to Section 2.13) any interest on, such Security
and for all other purposes whatsoever, and none of the Company, the
Trustee, the Registrar or any agent of the Company, the Trustee or
the Registrar shall be affected by notice to the
contrary.

 



ARTICLE 3

 



REDEMPTION



 


	

3.1.

	

NOTICES
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 or the related
Board Resolution, supplemental indenture or Officers’
Certificate. If a Series of Securities is redeemable and the
Company elects to redeem all or part of such Series of Securities,
it shall notify the Trustee of the Redemption Date and the
principal amount of Securities to be redeemed at least 45 days
(unless a shorter notice shall be satisfactory to the Trustee)
before the Redemption Date. Any such notice may be canceled at any
time prior to notice of such redemption being mailed to any Holder,
and shall thereby be void and of no effect.



 


	

3.2.

	

SELECTION
BY TRUSTEE OF SECURITIES TO BE REDEEMED.






 


Unless
otherwise indicated for a particular Series of Securities by a
Board Resolution, a supplemental indenture or an Officers’
Certificate, if fewer than all of the Securities of a Series are to
be redeemed, the Trustee shall select the Securities of a Series to
be redeemed pro rata, by lot or by any other method that the
Trustee considers fair and appropriate (unless the Company
specifically directs the Trustee otherwise) and, if such Securities
are listed on any securities exchange, by a method that complies
with the requirements of such exchange.

 


The
Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption, and shall
promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Security selected for
partial redemption, the principal amount thereof to be redeemed at
least 35 but not more than 60 days before the Redemption Date.
Securities of a Series in denominations of $1,000 may be redeemed
only in whole. The Trustee may select for redemption portions of
the principal of Securities of a Series that have denominations
larger than $1,000. Securities of a Series and portions of them it
selects shall be in amounts of $1,000 or, with respect to
Securities of any Series issuable in other denominations pursuant
to Section 2.2(10), the minimum principal denomination for
each Series and integral multiples thereof. Provisions of this
Indenture that apply to Securities called for redemption also apply
to portions of Securities called for redemption.



 


	

3.3.

	

NOTICE
OF REDEMPTION.






 


Unless
otherwise indicated for a particular Series by Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, at
least 30 days, and no more than 60 days, before a Redemption Date,
the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder of Securities to be
redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar. The notice shall
identify the Securities to be redeemed and shall
state:

 


(1)
the Redemption Date;

 


(2)
the redemption price, and that such redemption price shall become
due and payable on the Redemption Date;


 




 

13








 






 


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



 


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

 


(5)
that Securities of a Series called for redemption must be
surrendered to the Paying Agent to collect the redemption price,
and the place or places where each such Security is to be
surrendered for such payment;

 


(6)
that, unless the Company defaults in making the redemption payment,
interest on the Securities of a Series called for redemption ceases
to accrue on the Redemption Date, and the only remaining right of
the Holders of such Securities is to receive payment of the
redemption price upon surrender to the Paying Agent of the
Securities redeemed;

 


(7)
if fewer than all of the Securities of a Series are to be redeemed,
the identification of the particular Securities of a Series (or
portion thereof) to be redeemed, as well as the aggregate principal
amount of Securities of a Series to be redeemed and the aggregate
principal amount of Securities of a Series to be outstanding after
such partial redemption.

 


(8)
the CUSIP number, if any, printed on the Securities being redeemed;
and

 


(9)
that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the
Securities.

 


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



 


	

3.4.

	

EFFECT
OF NOTICE OF REDEMPTION.






 


Once
the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable
on the Redemption Date and at the redemption price, plus interest,
if any, accrued to the Redemption Date. Upon surrender to the
Trustee or Paying Agent, such Securities of a Series shall be paid
at the redemption price, plus accrued interest, if any, to the
Redemption Date; PROVIDED, that if the Redemption Date is after a
regular interest payment record date and on or prior to the next
Interest Payment Date, the accrued interest shall be payable to the
Holder of the redeemed Securities registered on the relevant record
date, as specified by the Company in the notice to the Trustee
pursuant to Section 3.1.



 


	

3.5.

	

DEPOSIT
OF REDEMPTION PRICE.






 


On
or prior to the Redemption Date (but no later than 11:00 A.M.
Eastern Time on such 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 other than Securities or portions thereof called for
redemption on that date which have been delivered by the Company to
the Trustee for cancellation.



 


On
and after any Redemption Date, if money sufficient to pay the
redemption price of, and accrued interest on, Securities called for
redemption shall have been made available in accordance with the
preceding paragraph and the Company and the Paying Agent are not
prohibited from paying such moneys to Holders, the Securities
called for redemption will cease to accrue interest and the only
right of the Holders of such Securities will be to receive payment
of the redemption price of and, subject to the proviso in
Section 3.4, accrued and unpaid interest on such Securities to
the Redemption Date. If any Security called for redemption shall
not be so paid, interest will be paid, from the Redemption Date
until such redemption payment is made, on the unpaid principal of
the Security and any interest or premium, if any, not paid on such
unpaid principal, in each case, at the rate and in the manner
provided in the Securities.



 




 

14








 






 


	

3.6.

	

SECURITIES
REDEEMED IN PART.






 


Upon
surrender of a Security of a Series that is redeemed in part, the
Company shall execute, and the Trustee shall authenticate, for a
Holder a new Security of the same Series equal in principal amount
to the unredeemed portion of the Security surrendered.

 



ARTICLE 4

 



COVENANTS



 


	

4.1.

	

PAYMENT
OF SECURITIES.






 


The
Company shall pay the principal of, and interest and premium, if
any, on, each Series of Securities on the dates and in the manner
provided in such Securities and this Indenture.

 


An
installment of principal or interest shall be considered paid on
the date it is due if the Trustee or Paying Agent holds on that
date money designated for and sufficient to pay such installment
and is not prohibited from paying such money to the Holders
pursuant to the terms of this Indenture or otherwise.

 


The
Company shall pay interest on overdue principal, and overdue
interest, to the extent lawful, at the rate specified in the Series
of Securities.



 


	

4.2.

	

SEC
REPORTS.






 


The
Company will deliver to the Trustee within 15 days after the filing
of the same with the SEC, copies of the quarterly and annual
reports and of the information, documents and other reports, if
any, which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act; PROVIDED, HOWEVER,
that each such report or document will be deemed to be so delivered
to the Trustee if the Company files such report or document with
the SEC through the SEC’s EDGAR database no later than the
time such report or document is required to be filed with the SEC
pursuant to the Exchange Act. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, the Company will file with the SEC, to
the extent permitted, and provide the Trustee with, such quarterly
and annual reports and such information, documents and other
reports specified in Sections 13 and 15(d) of the Exchange Act. The
Company will also comply with the other provisions of TIA
Section 314(a).



 


	

4.3.

	

WAIVER
OF STAY, EXTENSION OR USURY LAWS.






 


The
Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead (as a defense or
otherwise) or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension, usury or other law which would
prohibit or forgive the Company from paying all or any portion of
the principal of, and/or interest and premium, if any, on, the
Securities as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and the Company hereby expressly
waives (to the extent that they may lawfully do so) all benefit or
advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.



 


	

4.4.

	

COMPLIANCE
CERTIFICATE.






 


(a)
The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers’
Certificate which complies with TIA Section 314(a)(4) stating
that a review of the activities of the Company and its Subsidiaries
during such fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has
kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing
such certificate, that to the best of his or her knowledge the
Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and that there is no default
in the performance or observance of any of the terms, provisions
and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of
which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the
best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal
of, or interest or premium, if any, on, the Securities is
prohibited, or if such event has occurred, a description of the
event and what action the Company is taking or proposes to take
with respect thereto.


 




 

15








 






 


(b)
(i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy
hereunder with respect to a claimed Default under this Indenture or
the Securities, within five Business Days after the Company
becoming aware of such occurrence the Company shall deliver to the
Trustee an Officers’ Certificate specifying such event,
notice or other action and what action the Company is taking or
proposes to take with respect thereto.



 


	

4.5.

	

CORPORATE
EXISTENCE.






 


Subject
to Article 5, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its
corporate existence, in accordance with the organizational
documents (as the same may be amended from time to time) of the
Company and the rights (charter and statutory), licenses and
franchises of the Company; PROVIDED, HOWEVER, that the Company
shall not be required to preserve any such right, license or
franchise, or its corporate existence, if the Board of Directors
shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that
the loss thereof is not adverse in any material respect to the
Holders.



 



ARTICLE 5

 



SUCCESSOR CORPORATION



 


	

5.1.

	

LIMITATION
ON CONSOLIDATION, MERGER AND SALE OF ASSETS.






 


(a)
The Company will not, in any transaction or series of transactions,
merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of
its properties and assets (as an entirety or substantially as an
entirety in one transaction or a series of related transactions),
to any Person or Persons, unless at the time of and after giving
effect thereto (i) either (A) if the transaction or
series of transactions is a merger or consolidation, the Company
shall be the surviving Person of such merger or consolidation, or
(B) the Person formed by such consolidation or into which the
Company is merged or to which the properties and assets of the
Company are transferred (any such surviving Person or transferee
Person being the “Surviving Entity”) shall be a
corporation organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia,
or a corporation or comparable legal entity organized under the
laws of a foreign jurisdiction and shall expressly assume by a
supplemental indenture executed and delivered to the Trustee, in
form reasonably satisfactory to the Trustee, all of the obligations
of the Company (including, without limitation, the obligation to
pay the principal of, and premium and interest, if any, on, the
Securities and the performance of the other covenants) under the
Securities of each Series and this Indenture, and in each case,
this Indenture shall remain in full force and effect; and
(ii) immediately before and immediately after giving effect to
such transaction or series of transactions on a pro forma basis
(including, without limitation, any Indebtedness incurred or
anticipated to be incurred in connection with or in respect of such
transaction or series of transactions), no Default or Event of
Default shall have occurred and be continuing.

 


(b)
In connection with any consolidation, merger or transfer of assets
contemplated by this Section 5.1, the Company shall deliver,
or cause to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer, and the supplemental indenture
in respect thereto, comply with this Section 5.1, and that all
conditions precedent herein provided for relating to such
transaction or transactions have been complied with.



 




 

16








 






 


	

5.2.

	

SUCCESSOR
PERSON SUBSTITUTED.






 


Upon
any consolidation, merger or transfer of all or substantially all
of the assets of the Company in accordance with Section 5.1
above, the successor corporation formed by such consolidation, or
into which the Company is merged or to which such transfer is made,
shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same
effect as if such successor corporation had been named as the
Company herein, and thereafter (except with respect to any such
transfer which is a lease) the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and
the Securities.



 



ARTICLE 6

 



DEFAULTS AND REMEDIES



 


	

6.1.

	

EVENTS
OF DEFAULT.






 


“Events
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:

 


(1)
there is a default in the payment of any principal of, or premium,
if any, on, the Securities when the same becomes due and payable at
Maturity, upon acceleration, redemption or otherwise;

 


(2)
there is a default in the payment of any interest on any Security
of a Series when the same becomes due and payable, and the Default
continues for a period of 30 days;

 


(3)
the Company defaults in the observance or performance of any other
covenant in the Securities of a Series or in this Indenture for 60
days after written notice from the Trustee or the Holders of not
less than 25% in the aggregate principal amount of the Securities
of such Series then outstanding, which notice must specify the
Default, demand that it be remedied and state that the notice is a
“Notice of Default”;

 


(4)
the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:

 


(A)
commences a voluntary case,

 


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

 


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

 


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

 


(E)
generally is not paying its debts as they become due;

 


(5)
a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

 


(A)
is for relief against the Company or any Significant Subsidiary in
an involuntary case;

 


(B)
appoints a Custodian of the Company or any Significant Subsidiary,
or for all or substantially all of the property of the Company or
any Significant Subsidiary; or



 


(C)
orders the liquidation of the Company or any Significant
Subsidiary, and the order or decree remains unstayed and in effect
for 90 consecutive days; or

 


(6)
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 2.2(19).


 




 

17








 






 


The
term “Bankruptcy Law” means Title 11, 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.

 


The
Trustee may withhold notice of any Default (except in the payment
of the principal of, or interest or premium, if any, on, the
Securities) to the Holders of the Securities of any Series in
accordance with Section 7.5. When a Default is cured, it
ceases to exist.



 


	

6.2.

	

ACCELERATION.






 


If
an Event of Default with respect to Securities of any Series at the
time outstanding (other than an Event of Default arising under
Section 6.1(4) or (5)) occurs and is continuing, the
Trustee by written notice to the Company, or the Holders of not
less than 25% in aggregate principal amount of the Securities of
that Series then outstanding by written notice to the Company and
the Trustee, may declare that the entire principal amount of all
the Securities of that Series then outstanding plus accrued and
unpaid interest to the date of acceleration are immediately due and
payable, in which case such amounts shall become immediately due
and payable; PROVIDED, HOWEVER, that after such acceleration but
before a judgment or decree based on such acceleration is obtained
by the Trustee, the Holders of a majority in aggregate principal
amount of the outstanding Securities of that Series may rescind and
annul such acceleration and its consequences if (i) all
existing Events of Default, other than the nonpayment of
accelerated principal, interest or premium, if any, that has become
due solely because of the acceleration, have been cured or waived,
(ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of
acceleration, has been paid and (iii) the rescission would not
conflict with any judgment or decree. No such rescission shall
affect any subsequent Default or impair any right consequent
thereto. In case an Event of Default specified in
Section 6.1(4) or (5) with respect to the Company occurs,
such principal, premium, if any, and interest amount with respect
to all of the Securities of that Series shall be due and payable
immediately without any declaration or other act on the part of the
Trustee or the Holders of the Securities of that
Series.



 


	

6.3.

	

REMEDIES.






 


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



 


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



 


	

6.4.

	

WAIVER
OF PAST DEFAULTS AND EVENTS OF DEFAULT.






 


Subject
to Sections 6.2, 6.7 and 8.2, the Holders of a majority in
principal amount of the Securities of any Series then outstanding
have the right to waive any existing Default or Event of Default
with respect to such Series or compliance with any provision of
this Indenture (with respect to such Series) or the Securities of
such Series. Upon any such waiver, such Default with respect to
such Series shall cease to exist, and any Event of Default with
respect to such Series 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 Event of Default
or impair any right consequent thereto. This Section 6.4 shall
be in lieu of TIA Section 316(a)(1)(B), and TIA
Section 316(a)(1)(B) is hereby expressly excluded from this
Indenture and Section as permitted by the TIA.


 




 

18








 






 


	

6.5.

	

CONTROL
BY MAJORITY.






 


Subject
to Sections 6.2, 6.7 and 8.2, the Holders of a majority in
principal amount of the Securities of any Series then outstanding
may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture with respect to
such Series. The Trustee, however, may refuse to follow any
direction that conflicts with law or this Indenture, or that the
Trustee determines may be unduly prejudicial to the rights of
another Securityholder, or that may involve the Trustee in personal
liability; PROVIDED, that the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such
direction. This Section 6.5 shall be in lieu of TIA
Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is
hereby expressly excluded from this Indenture and Section as
permitted by the TIA.



 


	

6.6.

	

LIMITATION
ON SUITS.






 


Subject
to Section 6.7, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or
the Securities of a Series unless:

 


(1)
the Holder gives to the Trustee written notice of a continuing
Event of Default with respect to the Securities of that
Series;

 


(2)
the Holders of at least 25% in aggregate principal amount of the
Securities of such Series then outstanding make a written request
to the Trustee to pursue the remedy;

 


(3)
such Holder or Holders offer to the Trustee indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense
to be incurred in compliance with such request;



 


(4)
the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity; and

 


(5)
no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a
majority in aggregate principal amount of the Securities of such
Series then outstanding.

 


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



 


	

6.7.

	

RIGHTS
OF HOLDERS TO RECEIVE PAYMENT.






 


Notwithstanding
any other provision of this Indenture, the right of any Holder of a
Security of a Series to receive payment of the principal of, and
interest and premium, if any, on, the Security of such Series on or
after the respective due dates expressed in the Security of such
Series, or to bring suit for the enforcement of any such payment on
or after such respective dates, is absolute and unconditional, and
shall not be impaired or affected without the consent of the
Holder.



 


	

6.8.

	

COLLECTION
SUIT BY TRUSTEE.






 


If
an Event of Default in payment of principal, interest or premium,
if any, specified in Section 6.1(1) or (2) with respect
to Securities of any Series at the time outstanding occurs and is
continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company (or any other
obligor on the Securities of that Series) for the whole amount of
unpaid principal and premium, if any, and accrued interest
remaining unpaid, together with interest on overdue principal and
premium, if any, and, to the extent that payment of such interest
is lawful, interest on overdue installments of interest, in each
case at the rate then borne by the Securities of that Series, and
such further amounts 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, as set forth in Section 7.7.



 


 




 

19








 






 


	

6.9.

	

TRUSTEE
MAY FILE PROOFS OF CLAIM.






 


The
Trustee may file such proofs of claim and other papers or
documents, and take other actions (including sitting on a committee
of creditors), 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 the Securityholders allowed in any
judicial proceedings relative to the Company (or any other obligor
on the Securities), any of their respective creditors or any of
their respective property, and the Trustee shall be entitled and
empowered to collect and receive any monies or other property
payable or deliverable on any such claims, and to distribute the
same after deduction of its charges and expenses to the extent that
any such charges and expenses are not paid out of the estate in any
such proceedings, and any custodian in any such judicial proceeding
is hereby authorized by each Securityholder 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 Securityholders, to pay
to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under
Section 7.7.



 


Nothing
herein contained shall be deemed to authorize the Trustee to
authorize or consent to, or accept or adopt on behalf of any
Securityholder, any plan of reorganization, arrangement, adjustment
or composition affecting the Securities of a Series or the rights
of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Securityholder in any such
proceedings.



 


	

6.10.

	

PRIORITIES.






 


If
the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

 


FIRST:
to the Trustee for amounts due under Section 7.7;

 


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

 


THIRD:
to the Company.

 


The
Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15
days before such record date, the Trustee shall mail to each
Securityholder a notice that states the record date, the payment
date and amount to be paid.



 


	

6.11.

	

UNDERTAKING
FOR COSTS.






 


In
any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the
party litigant. This Section 6.11 does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.7 or a
suit by Holders of more than 10% in principal amount of the
Securities of a Series then outstanding.



 


 



ARTICLE 7

 



TRUSTEE



 


	

7.1.

	

DUTIES
OF TRUSTEE.






 


(a)
If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their
exercise as a prudent Person would exercise or use under the same
circumstances in the conduct of his own affairs.

 


(b)
Except during the continuance of an Event of Default:


 




 

20








 






 


(1)
The Trustee need perform only those duties that are specifically
set forth in this Indenture, and no covenants or obligations shall
be implied in this Indenture against the Trustee.

 


(2)
In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the
requirements of this Indenture, but, in the case of any such
certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this
Indenture.

 


(c)
The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own
willful misconduct, except that:

 


(1)
This paragraph does not limit the effect of paragraph (b) of
this Section 7.1.

 


(2)
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.

 


(3)
The Trustee shall not be liable with respect to any action it takes
or omits to take in good faith in accordance with a direction
received by it pursuant to Sections 6.2 and 6.5.

 


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

 


(e)
Whether or not therein expressly so provided, paragraphs (a), (b),
(c) and (d) of this Section 7.1 shall govern every
provision of this Indenture that in any way relates to the
Trustee.



 


(f)
The Trustee and Paying Agent shall not be liable for interest on
any money received by either of them, except as the Trustee and
Paying Agent 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 the law.

 


(g)
The Paying Agent, the Registrar and any authenticating agent shall
be entitled to the protections, immunities and standard of care set
forth in paragraphs (a), (b), (c), (d) and (f) of this
Section 7.1 and in Section 7.2 with respect to the
Trustee.



 


	

7.2.

	

RIGHTS
OF TRUSTEE.






 


(a)
Subject to Section 7.1:

 


(1)
The Trustee may rely on, and shall be protected in acting or
refraining from acting upon, any document reasonably believed by it
to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated
in the document.

 


(2)
Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel, or both,
which shall conform to the provisions of Section 10.5. The
Trustee shall be protected and shall not be liable for any action
it takes or omits to take in good faith in reliance on such
certificate or opinion.

 


(3)
The Trustee may act through agents and attorneys, and shall not be
responsible for the misconduct or negligence of any agent appointed
by it with due care.

 


(4)
The Trustee shall not be liable for any action it takes or omits to
take in good faith which it reasonably believes to be authorized or
within its rights or powers.

 


(5)
The Trustee may consult with counsel reasonably acceptable to the
Trustee, which may be counsel to the Company, and the advice or
opinion of such counsel as to matters of law shall be full and
complete authorization and protection from liability in respect of
any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such
counsel.


 




 

21








 






 


(6)
The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request,
order or direction of any of the Holders pursuant to the provisions
of this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or
thereby.

 


(7)
The Trustee shall not be deemed to have knowledge of any fact or
matter (including, without limitation, a Default or Event of
Default) unless such fact or matter is known to a Responsible
Officer of the Trustee.

 


(8) Unless otherwise expressly
provided herein or in the Securities of a Series or the related
Board Resolution, supplemental indenture or Officers’
Certificate, the Trustee shall not have any responsibility with
respect to reports, notices, certificates or other
documents filed
with it hereunder, except to make them available for inspection, at
reasonable times, by Securityholders, it being understood that
delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt
of such shall not constitute constructive notice of any information
contained therein or determinable from information contained
therein, including the Company’s compliance with any of its
covenants hereunder (except as set forth in
Section 4.4).



 


	

7.3.

	

INDIVIDUAL
RIGHTS OF TRUSTEE.






 


The
Trustee in its individual or any other capacity may become the
owner or pledgee of Securities, and may make loans to, accept
deposits from, perform services for or otherwise deal with the
Company, or any Affiliate thereof, with the same rights it would
have if it were not Trustee. Any Agent may do the same with like
rights. The Trustee, however, shall be subject to Sections 7.10 and
7.11.



 


	

7.4.

	

TRUSTEE’S
DISCLAIMER.






 


The
Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities (except that the Trustee
represents that it is duly authorized to execute and deliver this
Indenture and authenticate the Securities and perform its
obligations hereunder), and the Trustee shall not be accountable
for the Company’s use of the proceeds from the sale of
Securities or any money paid to the Company pursuant to the terms
of this Indenture, and the Trustee shall not be responsible for any
statement in the Securities other than its certificates of
authentication.



 


	

7.5.

	

NOTICE
OF DEFAULT.






 


If
a Default or an Event of Default occurs and is continuing with
respect to the Securities of any Series, and if it is known to the
Trustee, the Trustee shall mail to each Securityholder of the
Securities of that Series notice of the Default or the Event of
Default, as the case may be, 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 if such Default or Event
of Default has been validly cured or waived before the giving of
such notice). Except in the case of a Default or an Event of
Default in payment of the principal of, or interest or premium, if
any, on, any Security of any Series, the Trustee may withhold the
notice if and so long as the Board of Directors of the Trustee, the
executive committee or any trust committee of such board and/or its
Responsible Officers in good faith determine(s) that withholding
the notice is in the interests of the Securityholders of that
Series.



 


	

7.6.

	

REPORTS
BY TRUSTEE TO HOLDERS.






 


If
and to the extent required by the TIA, within 60 days after
April 1 of each year, commencing the April 1 following
the date of this Indenture, the Trustee shall mail to each
Securityholder a brief report dated as of such April 1 that
complies with TIA Section 313(a). The Trustee also shall
comply with TIA Sections 313(b) and 313(c).


 




 

22








 






 


A
copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and any stock exchange on which the
Securities of that Series are listed. The Company shall promptly
notify the Trustee when the Securities of any Series are listed on
any stock exchange or any delisting thereof, and the Trustee shall
comply with TIA Section 313(d).



 


	

7.7.

	

COMPENSATION
AND INDEMNITY.






 


The
Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee’s compensation
shall not be limited by any provision of law on compensation of a
trustee of an express trust. The Company shall reimburse the
Trustee within 45 days after receipt of request for all reasonable
out-of-pocket disbursements and expenses incurred or made by it in
connection with its duties under this Indenture, including the
reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.

 


The
Company shall indemnify the Trustee for, and hold it harmless
against, any and all loss or liability incurred by it in connection
with the acceptance or performance of its duties under this
Indenture including the reasonable costs and expenses of defending
itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.
The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity.

 


The
failure by the Trustee to so notify the Company shall not however
relieve the Company of its obligations. Notwithstanding the
foregoing, the Company need not reimburse the Trustee for any
expense or indemnify it against any loss or liability incurred by
the Trustee through its negligence or bad faith. To secure the
payment obligations of the Company in this Section 7.7, 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 such
money or property held in trust to pay the principal of, interest
and premium, if any, on particular Securities of that
Series.

 


When
the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(4) or (5) occurs, the
expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy
Law.

 


For
purposes of this Section 7.7, the term “Trustee”
shall include any trustee appointed pursuant to this Article
7.



 


	

7.8.

	

REPLACEMENT
OF TRUSTEE.






 


The
Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing at least 90 days in
advance of such resignation.

 


The
Holders of a majority in principal amount of the outstanding
Securities of any Series may remove the Trustee with respect to
that Series by notifying the removed Trustee in writing and may
appoint a successor Trustee with respect to that Series with the
consent of the Company, which consent shall not be unreasonably
withheld. The Company may remove the Trustee with respect to that
Series at its election if:

 


(1)
the Trustee fails to comply with, or ceases to be eligible under,
Section 7.10;



 


(2)
the Trustee is adjudged a bankrupt or an insolvent, or an order for
relief is entered with respect to the Trustee, under any Bankruptcy
Law;

 


(3)
a Custodian or other public officer takes charge of the Trustee or
its property; or

 


(4)
the Trustee otherwise becomes incapable of acting.

 


(5)
If the Trustee resigns or is removed, or if a vacancy exists in the
office of Trustee, with respect to any Series of Securities for any
reason, the Company shall promptly appoint, by Board Resolution, a
successor Trustee.


 




 

23








 






 


If
a successor Trustee with respect to the Securities of 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 10% in principal amount of the outstanding
Securities of the applicable Series may petition any court of
competent jurisdiction for the appointment of a successor
Trustee.

 


If
the Trustee with respect to the Securities of one or more Series
fails to comply with Section 7.10, any Securityholder of the
applicable Series may petition any court of competent jurisdiction
for the removal of the Trustee and 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
following such delivery, (i) the retiring Trustee with respect
to one or more Series shall, subject to its rights under
Section 7.7, transfer all property held by it as Trustee with
respect to such Series to the successor Trustee, (ii) the
resignation or removal of the retiring Trustee shall become
effective and (iii) the successor Trustee with respect to such
Series shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee with respect to the
Securities of one or more Series shall mail notice of its
succession to each Securityholder of such Series.



 


	

7.9.

	

SUCCESSOR
TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.






 


If
the Trustee, or any Agent, consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust
assets to, another corporation, subject to Section 7.10, the
successor corporation without any further act shall be the
successor Trustee or Agent, as the case may be.



 


	

7.10.

	

ELIGIBILITY;
DISQUALIFICATION.






 


This
Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5) in
every respect. The Trustee (or in the case of a Trustee that is a
Person included in a bank holding company system, the related bank
holding company) shall have a combined capital and surplus of at
least $100,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA
Section 310(b), including the provision in
Section 310(b)(1). In addition, if the Trustee is a Person
included in a bank holding company system, the Trustee,
independently of such bank holding company, shall meet the capital
requirements of TIA Section 310(a)(2). If at any time the
Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.10, it shall resign immediately
in the manner and with the effect specified in this Article
7.



 


 


	

7.11.

	

PREFERENTIAL
COLLECTION OF CLAIMS AGAINST COMPANY.






 


The
Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee
who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.



 


	

7.12.

	

PAYING
AGENTS.






 


The
Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provisions
of this Section 7.12:

 


(1)
that it will hold all sums held by it as agent for the payment of
the principal of, or interest or premium, if any, on, the
Securities (whether such sums have been paid to it by the Company
or by any obligor on the Securities) in trust for the benefit of
Holders of the Securities or the Trustee;

 


(2)
that it will at any time during the continuance of any Event of
Default, upon written request from the Trustee, deliver to the
Trustee all sums so held in trust by it together with a full
accounting thereof; and

 


(3)
that it will give the Trustee written notice within three Business
Days after any failure of the Company (or by any obligor on the
Securities) in the payment of any installment of the principal of,
or interest or premium, if any, on, the Securities when the same
shall be due and payable.


 




 

24








 






 



ARTICLE 8

 



AMENDMENTS, SUPPLEMENTS AND WAIVERS



 


	

8.1.

	

WITHOUT
CONSENT OF HOLDERS.






 


The
Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more
Series without notice to or consent of any
Securityholder:

 


(1)
to comply with Section 5.1;

 


(2)
to provide for certificated Securities in addition to
uncertificated Securities;

 


(3)
to comply with any requirements of the SEC under the
TIA;


 


(4)
to cure any ambiguity, defect or inconsistency, or to make any
other change herein or in the Securities that does not materially
and adversely affect the rights of any Securityholder;

 


(5)
to provide for the issuance of, and establish the form and terms
and conditions of, Securities of any Series as permitted by this
Indenture; or

 


(6)
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.

 


The
Trustee is hereby authorized to join with the Company in the
execution of any supplemental indenture authorized or permitted by
the terms of this Indenture, and to make any further appropriate
agreements and stipulations which may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental
indenture which adversely affects its own rights, duties or
immunities under this Indenture.



 


	

8.2.

	

WITH
CONSENT OF HOLDERS.






 


(a)
The Company, when authorized by a Board Resolution, and the Trustee
may amend or supplement this Indenture or the Securities of one or
more Series with the written consent of the Holders of not less
than a majority in aggregate principal amount of the outstanding
Securities of such Series affected by such amendment or supplement
without notice to any Securityholder. The Holders of not less than
a majority in aggregate principal amount of the outstanding
Securities of each such Series affected by such amendment or
supplement may waive compliance by the Company in a particular
instance with any provision of this Indenture or the Securities of
such Series without notice to any Securityholder. Subject to
Section 8.4, without the consent of each Securityholder
affected, however, an amendment, supplement or waiver may
not:

 


(1)
reduce the amount of Securities whose Holders must consent to an
amendment, supplement or waiver to this Indenture or the
Securities;

 


(2)
reduce the rate of, or change the time for payment of, interest on
any Security;

 


(3)
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;

 


(4)
make any Security payable in money other than that stated in the
Security;

 


(5)
change the amount or time of any payment required by the
Securities, or reduce the premium payable upon any redemption of
the Securities, or change the time before which no such redemption
may be made;


 




 

25








 






 


(6)
waive a Default or Event of Default in the payment of the principal
of, or interest or premium, 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);

 


(7)
waive a redemption payment with respect to any Security, or change
any of the provisions with respect to the redemption of any
Securities;

 


(8)
make any changes in Section 6.6 or this Section 8.2,
except to increase any percentage of Securities the Holders of
which must consent to any matter; or

 


(9)
take any other action otherwise prohibited by this Indenture to be
taken without the consent of each Holder affected
thereby.

 


(b)
Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory
to the Trustee of the consent of the Securityholders as aforesaid
and of the documents described in Section 8.6, the Trustee
shall join with the Company in the execution of such supplemental
indenture, unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this
Indenture, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental
indenture.

 


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

 


After
an amendment or supplement under this Section becomes effective,
the Company shall mail to Securityholders a notice briefly
describing the amendment or supplement. Any failure of the Company
to mail any such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any supplemental
indenture.



 


	

8.3.

	

COMPLIANCE
WITH TRUST INDENTURE ACT.






 


Every
amendment to, or supplement of, this Indenture or the Securities
shall comply with the TIA as then in effect.



 


	

8.4.

	

REVOCATION
AND EFFECT OF CONSENTS.






 


Until
an amendment, supplement, waiver or other action becomes effective,
a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder
of the same Security or portion thereof, and of any Security issued
upon the transfer thereof or in exchange therefor or in place
thereof, even if notation of the consent is not made on any such
Security. Any such Holder or subsequent Holder, however, may revoke
the consent as to his Security or portion of a Security, if the
Trustee receives the notice of revocation before the date the
amendment, supplement, waiver or other action becomes
effective.



 


The
Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver, which record date shall be at
least 30 days prior to the first solicitation of such consent. If a
record date is fixed, then, notwithstanding the preceding
paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement or waiver, or to
revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date.

 


After
an amendment, supplement, waiver or other action becomes effective,
it shall bind every Securityholder, unless it makes a change
described in any of clauses (1) through (9) of
Section 8.2. In that case, the amendment, supplement, waiver
or other action 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; PROVIDED, that any such waiver
shall not impair or affect the right of any Holder to receive
payment of the principal of, and interest and premium, if any, on,
a Security, on or after the respective due dates expressed in such
Security, or to bring suit for the enforcement of any such payment
on or after such respective dates without the consent of such
Holder.


 




 

26








 






 


	

8.5.

	

NOTATION
ON OR EXCHANGE OF SECURITIES.






 


If
an amendment, supplement or waiver changes the terms of a Security
of any Series, the Trustee may request the Holder of such Security
to deliver it to the Trustee. In such case, the Trustee shall place
an appropriate notation on such Security about the changed terms
and return it to the Holder. Alternatively, the Company, in
exchange for such Security, may issue, and the Trustee shall
authenticate, a new security that reflects the changed terms.
Failure to make the appropriate notation or issue a new Security
shall not affect the validity and effect of such amendment,
supplement or waiver.



 


	

8.6.

	

TRUSTEE
TO SIGN AMENDMENTS, ETC.






 


The
Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need
not, sign it. In signing or refusing to sign such amendment,
supplement or waiver the Trustee shall be entitled to receive and,
subject to Section 7.1, shall be fully protected in relying
upon an Officers’ Certificate and an Opinion of Counsel
stating that such amendment, supplement or waiver is authorized or
permitted by this Indenture. The Company may not sign an amendment
or supplement until the Board of Directors of the Company approves
it.

 



ARTICLE 9

 



DISCHARGE OF INDENTURE; DEFEASANCE



 


	

9.1.

	

DISCHARGE
OF INDENTURE.






 


The Company may terminate its
obligations under the Securities of any Series and this Indenture
with respect to such Series, except the obligations referred to in
the last paragraph of this Section 9.1, if there shall have
been canceled by the Trustee, or delivered to the Trustee
for cancellation,
all Securities of such Series theretofore authenticated and
delivered (other than any Securities of such Series that are
asserted to have been destroyed, lost or stolen and that shall have
been replaced as provided in Section 2.8) and the Company has
paid all sums payable by it hereunder or deposited all required
sums with the Trustee.

 


After
such delivery the Trustee upon request shall acknowledge in a
writing prepared by or on behalf of the Company the discharge of
the Company’s obligations under the Securities of such Series
and this Indenture, except for those surviving obligations
specified below.

 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations
of the Company in Sections 7.7, 9.5 and 9.6 shall
survive.



 


	

9.2.

	

LEGAL
DEFEASANCE.






 


The
Company may at its option, by Board Resolution, be discharged from
its obligations with respect to the Securities of any Series on the
date upon which the conditions set forth in Section 9.4 below
are satisfied (hereinafter, “Legal Defeasance”). For
this purpose, such Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness
represented by the Securities of such Series and to have satisfied
all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall, subject to Section 9.6, execute
proper instruments acknowledging the same, as are delivered to it
by the Company), except for the following, which shall survive
until otherwise terminated or discharged hereunder: (A) the
rights of Holders of outstanding Securities of such Series to
receive solely from the trust funds described in Section 9.4
and as more fully set forth in such section, payments in respect of
the principal of, and interest and premium, if any, on, the
Securities of such Series when such payments are due, (B) the
Company’s obligations with respect to the Securities of such
Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the
rights, powers, trusts, duties and immunities of the Trustee
hereunder (including claims of, or payments to, the Trustee under
or pursuant to Section 7.7) and (D) this Article 9.
Subject to compliance with this Article 9, the Company may exercise
its option under this Section 9.2 with respect to the
Securities of any Series notwithstanding the prior exercise of its
option under Section 9.3 below with respect to the Securities
of such Series.


 




 

27








 






 


	

9.3.

	

COVENANT
DEFEASANCE.






 


At
the option of the Company, pursuant to a Board Resolution, the
Company shall be released from its obligations with respect to the
outstanding Securities of any Series under Sections 4.2 through
4.5, inclusive, and Section 5.1, with respect to the
outstanding Securities of such Series, on and after the date the
conditions set forth in Section 9.4 are satisfied
(hereinafter, “Covenant Defeasance”). For this purpose,
such Covenant Defeasance means that the Company may omit to comply
with and shall have no liability in respect of any term, condition
or limitation set forth in any such specified section or portion
thereof, whether directly or indirectly by reason of any reference
elsewhere herein to any such specified Section or portion thereof
or by reason of any reference in any such specified section or
portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Securities of
any Series shall be unaffected thereby.


 


	

9.4.

	

CONDITIONS
TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.






 


The
following shall be the conditions to application of
Section 9.2 or Section 9.3 to the outstanding Securities
of a Series:

 


(1)
the Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the
requirements of Section 7.10 who shall agree to comply with
the provisions of this Article 9 applicable to it) as funds in
trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities, (A) money in an
amount, or (B) U.S. Government Obligations or Foreign
Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their
terms will provide, not later than the due date of any payment,
money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and
discharge, the principal of, and accrued interest and premium, if
any, on, the outstanding Securities of such Series at the Stated
Maturity of such principal, interest or premium, if any, or on
dates for payment and redemption of such principal, interest and
premium, if any, selected in accordance with the terms of this
Indenture and of the Securities of such Series;

 


(2)
no Event of Default or Default with respect to the Securities of
such Series shall have occurred and be continuing on the date of
such deposit, or shall have occurred and be continuing at any time
during the period ending on the 91st day after the date of such
deposit or, if longer, ending on the day following the expiration
of the longest preference period under any Bankruptcy Law
applicable to the Company in respect of such deposit as specified
in the Opinion of Counsel identified in paragraph (8) below
(it being understood that this condition shall not be deemed
satisfied until the expiration of such period);

 


(3)
such Legal Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest for purposes of the TIA with
respect to any securities of the Company;

 


(4)
such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute default under, any other
agreement or instrument to which the Company is a party or by which
it is bound;

 


(5)
the Company shall have delivered to the Trustee an Opinion of
Counsel stating that, as a result of such Legal Defeasance or
Covenant Defeasance, neither the trust nor the Trustee will be
required to register as an investment company under the Investment
Company Act of 1940, as amended;


 




 

28








 






 


(6) in the case of an election
under Section 9.2, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue
Service a ruling to the effect that or (ii) there has been a
change in any applicable Federal income tax law with the effect
that, and such opinion shall confirm that, the Holders of the
outstanding Securities of such Series or Persons
in their
positions will not recognize income, gain or loss for Federal
income tax purposes solely as a result of such Legal Defeasance and
will be subject to Federal income tax on the same amounts, in the
same manner, including as a result of prepayment, and at the same
times as would have been the case if such Legal Defeasance had not
occurred;

 


(7)
in the case of an election under Section 9.3, the Company
shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of the outstanding Securities of such
Series will not recognize income, gain or loss for Federal income
tax purposes as a result of such 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
Covenant Defeasance had not occurred;

 


(8)
the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in this Article 9 relating to
either the Legal Defeasance under Section 9.2 or the Covenant
Defeasance under Section 9.3 (as the case may be) have been
complied with;

 


(9)
the Company shall have delivered to the Trustee an Officers’
Certificate stating that the deposit under clause (1) was not
made by the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others;
and

 


(10)
the Company shall have paid, or duly provided for payment under
terms mutually satisfactory to the Company and the Trustee, all
amounts then due to the Trustee pursuant to
Section 7.7.



 


	

9.5.

	

DEPOSITED
MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.






 


All
money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 9.4 in respect of the outstanding
Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying
Agent as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of
principal, accrued interest and premium, if any, but such money
need not be segregated from other funds except to the extent
required by law.

 


The
Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government
Obligations and Foreign Government Obligations deposited pursuant
to Section 9.4 or the principal, interest and premium, if any,
received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the
outstanding Securities.

 


Anything
in this Article 9 to the contrary notwithstanding, but subject to
payment of any of its outstanding fees and expenses, the Trustee
shall deliver or pay to the Company from time to time upon Company
Request any money, U.S. Government Obligations or Foreign
Government Obligations held by the Trustee as provided in
Section 9.4 which, in the opinion of a nationally-recognized
firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of
the amount thereof which would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant
Defeasance.


 




 

29








 






 


	

9.6.

	

REINSTATEMENT.






 


If
the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in
accordance with Section 9.1, 9.2, 9.3 or 9.4 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 Company’s obligations under
this Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all
such money, U.S. Government Obligations or Foreign Government
Obligations, as the case may be, in accordance with
Section 9.1, 9.2, 9.3 or 9.4; PROVIDED, HOWEVER, that if the
Company has made any payment of principal of, or accrued interest
or premium, if any, on, 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, U.S. Government Obligations or Foreign Government
Obligations held by the Trustee or Paying Agent.



 


	

9.7.

	

MONEYS
HELD BY PAYING AGENT.






 


In
connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the
Trustee, or, if sufficient moneys have been deposited pursuant to
Section 9.1, to the Company, and thereupon such Paying Agent
shall be released from all further liability with respect to such
moneys.



 


	

9.8.

	

MONEYS
HELD BY TRUSTEE.






 


Any
moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or
interest or premium, if any, on, any Security that are not applied
but remain unclaimed by the Holder of such Security for two years
after the date upon which the principal of, or interest or premium,
if any, on, such Security shall have respectively become due and
payable shall be repaid to the Company upon Company Request, or if
such moneys are then held by the Company in trust, such moneys
shall be released from such trust; and the Holder of such Security
entitled to receive such payment shall thereafter, as an unsecured
general creditor, look only to the Company for the payment thereof,
and all liability of the Trustee or such Paying Agent with respect
to such trust money shall thereupon cease; PROVIDED, HOWEVER, that
the Trustee or any such Paying Agent, before being required to make
any such repayment, may, at the expense of the Company, either mail
to each Securityholder affected, at the address shown in the
register of the Securities maintained by the Registrar, or cause to
be published once a week for two successive weeks, in a newspaper
published in the English language, customarily published each
Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30
days from the date of such mailing or publication, any unclaimed
balance of such moneys then remaining will be repaid to the
Company. After payment to the Company or the release of any money
held in trust by the Company, Securityholders entitled to the money
must look only to the Company for payment as general creditors,
unless applicable abandoned property law designates another
Person.



 



ARTICLE 10

 



MISCELLANEOUS



 


	

10.1.

	

TRUST
INDENTURE ACT CONTROLS.






 


If
any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. If any
provision of this Indenture modifies or excludes any provision of
the TIA which may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.



 


	

10.2.

	

NOTICES.






 


Any
notice or communication shall be given in writing and delivered in
Person, sent by facsimile (and receipt confirmed by telephone or
electronic transmission report), delivered by commercial courier
service or mailed by first-class mail, postage prepaid, addressed
as follows:


 




 

30








 






 


If
to the Company:

 


CorMedix
Inc.


400
Connell Drive, Suite 5000


Berkley
Heights, NJ 07922


Fax:
(908) 375-8272


Attention:
Chief Executive Officer

 


Copy
to:

 


Wyrick
Robbins Yates & Ponton LLP


4101
Lake Boone Trail, Suite 300


Raleigh,
NC 27607


Fax:
(919) 781-4865


Attention:
Alexander M. Donaldson, Esq.

 


If
to the Trustee:



 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 






 


The Company or the Trustee by
written notice to the other may designate additional or different
addresses for subsequent notices or communications. Any notice or
communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered
if personally delivered; when receipt is confirmed by telephone or
electronic transmission report, if sent by facsimile; and three
Business Days after mailing if sent by registered or certified
mail, postage prepaid (except that a notice of change of address
shall not be deemed to have been given until actually received by
the addressee).

 


Any
notice or communication mailed to a Securityholder shall be mailed
to such Securityholder by first-class mail, postage prepaid, at
such Securityholder’s address shown on the register kept by
the Registrar.

 


Failure
to mail, or any defect in, a notice or communication to a
Securityholder shall not affect its sufficiency with respect to
other Securityholders. If a notice or communication to a
Securityholder is mailed in the manner provided above, it shall be
deemed duly given, three Business Days after such mailing, whether
or not the addressee receives it.

 


In
case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any
notice as required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee
shall constitute a sufficient mailing of such notice.

 


In
the case of Global Securities, notices or communications to be
given to Securityholders shall be given to the Depository, in
accordance with its applicable policies as in effect from time to
time.

 


In
addition to the manner provided for in the foregoing provisions,
notices or communications to Securityholders shall be given by the
Company by release made to Reuters Economic Services and Bloomberg
Business News.



 


	

10.3.

	

COMMUNICATIONS
BY HOLDERS WITH OTHER HOLDERS.






 


Securityholders
of any Series may communicate pursuant to TIA Section 312(b)
with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of
that Series or any other Series. The Company, the Trustee, the
Registrar and any other Person shall have the protection of TIA
Section 312(c).


 




 

31








 






 


 


	

10.4.

	

CERTIFICATE
AND OPINION AS TO CONDITIONS PRECEDENT.






 


Upon
any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the
Trustee:

 


(1)
an Officers’ Certificate (which shall include the statements
set forth in Section 10.5 below) 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

 


(2)
an Opinion of Counsel (which shall include the statements set forth
in Section 10.5 below) stating that, in the opinion of such
counsel, all such conditions precedent have been complied
with.



 


	

10.5.

	

STATEMENT
REQUIRED IN CERTIFICATE AND OPINION.






 


Each
certificate and opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than pursuant to
Section 4.4) shall include:

 


(1)
a statement that the Person making such certificate or opinion has
read such covenant or condition;

 


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

 


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

 


(4)
a statement as to whether or not, in the opinion of such Person,
such covenant or condition has been complied with.



 


	

10.6.

	

RULES
BY TRUSTEE AND AGENTS.






 


The
Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable
rules for their functions.



 


	

10.7.

	

BUSINESS
DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.






 


A
“Business Day” is a day that is not a Legal Holiday. A
“Legal Holiday” is a Saturday, a Sunday, a
federally-recognized holiday or a day on which banking institutions
are not authorized or required by law, regulation or executive
order to be open in the State of New York.

 


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. “Place of Payment” means the place or places
where the principal of, and interest and premium, if any, on, the
Securities of a Series are payable as specified as contemplated by
Section 2.2. If the regular record date is a Legal Holiday,
the record date shall not be affected.



 


	

10.8.

	

GOVERNING
LAW.






 



THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.



 


	

10.9.

	

NO
ADVERSE INTERPRETATION OF OTHER AGREEMENTS.






 


This
Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary
thereof. No such indenture, loan, security or debt agreement may be
used to interpret this Indenture.


 




 

32








 






 


	

10.10.

	

NO
RECOURSE AGAINST OTHERS.






 


A
director, officer, employee, stockholder or incorporator, as such,
of the Company shall not have any liability for any obligations of
the Company under the Securities or the Indenture. Each
Securityholder by accepting a Security waives and releases all such
liability. Such waiver and release are part of the consideration
for the issuance of the Securities.



 


	

10.11.

	

SUCCESSORS.






 


All
covenants and agreements of the Company in this Indenture and the
Securities shall bind the Company’s successors and assigns,
whether so expressed or not. All agreements of the Trustee, any
additional trustee and any Paying Agents in this Indenture shall
bind their respective successors and assigns.



 


	

10.12.

	

MULTIPLE
COUNTERPARTS.






 


The
parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them
together represent one and the same agreement.



 


	

10.13.

	

TABLE
OF CONTENTS, HEADINGS, ETC.






 


The
table of contents, cross-reference sheet 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.



 


	

10.14.

	

SEVERABILITY.






 


Each
provision of this Indenture shall be considered separable, and if
for any reason any provision which is not essential to the
effectuation of the basic purpose of this Indenture or 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, and a Holder
shall have no claim therefor against any party hereto.



 


	

10.15.

	

SECURITIES
IN A FOREIGN CURRENCY OR IN EUROS.






 


Unless otherwise specified in a Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate
delivered pursuant to Section 2.2 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 (including
Euros), 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;
PROVIDED, HOWEVER, in the case of Euros, Market Exchange Rate shall
mean the rate of exchange determined by the Commission of the
European Union (or any successor thereto) as published in the
Official Journal of the European Union (such publication or any
successor publication, the “Journal”). 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 or, in the case of Euros, the rate of exchange as
published in the Journal, as of the most recent available date, or
quotations or, in the case of Euros, rates of exchange from one or
more major banks in New York City or in the country of issue of the
currency in question or, in the case of Euros, in Luxembourg or
such other quotations or, in the case of Euros, rates of exchange
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.


 




 

33








 






 


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 the Trustee’s sole
discretion, and shall, in the absence of manifest error, be
conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.



 


	

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 premium, if any, 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 Business Day, in which instance, 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 Business 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 or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)) in any
currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by
the payee, of the full amount of the Required Currency expressed to
be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the
purpose of recovering 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.


 


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



 


	
 

	
 

	
 

	
 

	
 


	
 

	


CORMEDIX INC.


	
 

	
 

	
 

	
 


	
 

	

By:

	
 

	

   


	
 

	

Name:

	
 

	

   


	
 

	

Title:

	
 

	

   


	
 

	
 

	
 


	
 

	


[Name of Trustee]


	
 

	
 

	
 

	
 


	
 

	

By:

	
 

	

   


	
 

	

Name:

	
 

	

   


	
 

	

Title:

	
 

	

   


	
 

	
 

	
 

	
 


	
 

	

By:

	
 

	

   


	
 

	

Name:

	
 

	

   


	
 

	

Title:

	
 

	

   








 


 




 

34