exhibit_4-5.htm


    Exhibit 4.5

    SCOLR
PHARMA, INC.

    
      


      ISSUER

       

      AND

       

      ____________________

       

      TRUSTEE

       

       

      INDENTURE

       

      DATED
AS OF [ ], [ ]

       

      


      SENIOR
DEBT SECURITIES

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
         

      

      CROSS-REFERENCE
TABLE 1

       

      
        	
                Section
      of Trust Indenture Act of 1939, as Amended

              	
                Indenture

              
	
                310(a)

              	
                7.10

              
	
                310(b)

              	
                7.09;
      7.11

              
	
                310(c)

              	
                Inapplicable

              
	
                311(a)

              	
                7.14

              
	
                311(b)

              	
                7.14

              
	
                311(c)

              	
                Inapplicable

              
	
                312(a)

              	
                5.02(a)

              
	
                312(b)

              	
                5.02(c)

              
	
                312(c)

              	
                Inapplicable

              
	
                313(a)

              	
                5.04(a)

              
	
                313(b)

              	
                5.04(b)

              
	
                313(c)

              	
                5.04(a);
      5.04(b)

              
	
                313(d)

              	
                5.04(c)

              
	
                314(a)

              	
                5.03;
      4.06

              
	
                314(b)

              	
                Inapplicable

              
	
                314(c)

              	
                13.07

              
	
                314(d)

              	
                Inapplicable

              
	
                314(e)

              	
                13.07

              
	
                314(f)

              	
                Inapplicable

              
	
                315(a)

              	
                7.01(a);
      7.03

              
	
                315(b)

              	
                7.02

              
	
                315(c)

              	
                7.01

              
	
                315(d)

              	
                7.01(b)

              
	
                315(e)

              	
                6.07;
      7.07

              
	
                316(a)

              	
                6.06;
      8.04

              
	
                316(b)

              	
                6.04

              
	
                316(c)

              	
                8.01

              
	
                317(a)

              	
                6.02

              
	
                317(b)

              	
                4.03

              
	
                318(a)

              	
                13.09

              


      

       

      
        
          

        

      

      
        	
                1

              	
                This
      Cross-Reference Table does not constitute part of the Indenture and shall
      not have any bearing on the interpretation of any of its terms or
      provisions

              


      

      
        

          
            
               


            

            
              i

              
                

              

            

            
               


            

          

        

      

       

      TABLE
OF CONTENTS 2

      
        	 
      	
                Page

              
	
                RECITALS
      OF THE COMPANY

              	
                1

              
	
                ARTICLE
      I

              	
                DEFINITIONS

              	
                1

              
	
                SECTION
      1.01

              	
                DEFINITIONS
      OF TERMS.

              	
                1

              
	
                ARTICLE
      II

              	
                ISSUE,
      DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF
      SECURITIES

              	
                5

              
	
                SECTION
      2.01

              	
                DESIGNATION
      AND TERMS OF SECURITIES.

              	
                5

              
	
                SECTION
      2.02

              	
                FORM
      OF SECURITIES AND TRUSTEE’S CERTIFICATE.

              	
                7

              
	
                SECTION
      2.03

              	
                DENOMINATIONS:
      PROVISIONS FOR PAYMENT.

              	
                8

              
	
                SECTION
      2.04

              	
                EXECUTION
      AND AUTHENTICATION.

              	
                9

              
	
                SECTION
      2.05

              	
                REGISTRATION
      OF TRANSFER AND EXCHANGE.

              	
                10

              
	
                SECTION
      2.06

              	
                TEMPORARY
      SECURITIES.

              	
                11

              
	
                SECTION
      2.07

              	
                MUTILATED,
      DESTROYED, LOST OR STOLEN SECURITIES.

              	
                11

              
	
                SECTION
      2.08

              	
                CANCELLATION.

              	
                12

              
	
                SECTION
      2.09

              	
                BENEFITS
      OF INDENTURE.

              	
                12

              
	
                SECTION
      2.10

              	
                AUTHENTICATING
      AGENT.

              	
                12

              
	
                SECTION
      2.11

              	
                GLOBAL
      SECURITIES.

              	
                13

              
	
                ARTICLE
      III

              	
                REDEMPTION
      OF SECURITIES AND SINKING FUND PROVISIONS

              	
                15

              
	
                SECTION
      3.01

              	
                REDEMPTION.

              	
                15

              
	
                SECTION
      3.02

              	
                NOTICE
      OF REDEMPTION.

              	
                15

              
	
                SECTION
      3.03

              	
                PAYMENT
      UPON REDEMPTION.

              	
                16

              
	
                SECTION
      3.04

              	
                SINKING
      FUND.

              	
                17

              


      

       

      
        

      

      
        	
                2

              	
                Note:
      This Table of Contents shall not, for any purpose, be deemed to be part of
      the Indenture.

              


      

      

        
          
             


          

          
            ii

            
              

            

          

          
             


          

        

      

       

      
        	
                SECTION
      3.05

              	
                SATISFACTION
      OF SINKING FUND PAYMENTS WITH SECURITIES.

              	
                17

              
	
                SECTION
      3.06

              	
                REDEMPTION
      OF SECURITIES FOR SINKING FUND.

              	
                17

              
	
                ARTICLE
      IV

              	
                COVENANTS

              	
                18

              
	
                SECTION
      4.01

              	
                PAYMENT
      OF PRINCIPAL, PREMIUM AND INTEREST.

              	
                18

              
	
                SECTION
      4.02

              	
                MAINTENANCE
      OF OFFICE OR AGENCY.

              	
                18

              
	
                SECTION
      4.03

              	
                PAYING
      AGENTS.

              	
                18

              
	
                SECTION
      4.04

              	
                APPOINTMENT
      TO FILL VACANCY IN OFFICE OF TRUSTEE.

              	
                19

              
	
                SECTION
      4.05

              	
                COMPLIANCE
      WITH CONSOLIDATION PROVISIONS.

              	
                19

              
	
                SECTION
      4.06

              	
                STATEMENT
      BY OFFICERS AS TO DEFAULT.

              	
                20

              
	
                ARTICLE
      V

              	
                SECURITYHOLDERS’
      LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

              	
                20

              
	
                SECTION
      5.01

              	
                COMPANY
      TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS.

              	
                20

              
	
                SECTION
      5.02

              	
                PRESERVATION
      OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.

              	
                20

              
	
                SECTION
      5.03

              	
                REPORTS
      BY THE COMPANY.

              	
                21

              
	
                SECTION
      5.04

              	
                REPORTS
      BY THE TRUSTEE.

              	
                21

              
	
                ARTICLE
      VI

              	
                REMEDIES
      OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

              	
                22

              
	
                SECTION
      6.01

              	
                EVENTS
      OF DEFAULT.

              	
                22

              
	
                SECTION
      6.02

              	
                COLLECTION
      OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

              	
                24

              
	
                SECTION
      6.03

              	
                APPLICATION
      OF MONEYS COLLECTED.

              	
                25

              
	
                SECTION
      6.04

              	
                LIMITATION
      ON SUITS.

              	
                25

              
	
                SECTION
      6.05

              	
                RIGHTS
      AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

              	
                26

              
	
                SECTION
      6.06

              	
                CONTROL
      BY SECURITYHOLDERS.

              	
                27

              


      

      

        
          
             


          

          
            iii

            
              

            

          

          
             


          

        


      
        	
                SECTION
      6.07

              	
                UNDERTAKING
      TO PAY COSTS.

              	
                27

              
	
                ARTICLE
      VII

              	
                CONCERNING
      THE TRUSTEE

              	
                28

              
	
                SECTION
      7.01

              	
                CERTAIN
      DUTIES AND RESPONSIBILITIES OF TRUSTEE.

              	
                28

              
	
                SECTION
      7.02

              	
                NOTICE
      OF DEFAULTS.

              	
                29

              
	
                SECTION
      7.03

              	
                CERTAIN
      RIGHTS OF TRUSTEE.

              	
                29

              
	
                SECTION
      7.04

              	
                TRUSTEE
      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES.

              	
                31

              
	
                SECTION
      7.05

              	
                MAY
      HOLD SECURITIES.

              	
                31

              
	
                SECTION
      7.06

              	
                MONEYS
      HELD IN TRUST.

              	
                31

              
	
                SECTION
      7.07

              	
                COMPENSATION
      AND REIMBURSEMENT.

              	
                31

              
	
                SECTION
      7.08

              	
                RELIANCE
      ON OFFICERS’ CERTIFICATE.

              	
                32

              
	
                SECTION
      7.09

              	
                DISQUALIFICATION;
      CONFLICTING INTERESTS.

              	
                32

              
	
                SECTION
      7.10

              	
                CORPORATE
      TRUSTEE REQUIRED; ELIGIBILITY.

              	
                33

              
	
                SECTION
      7.11

              	
                RESIGNATION
      AND REMOVAL; APPOINTMENT OF SUCCESSOR.

              	
                33

              
	
                SECTION
      7.12

              	
                ACCEPTANCE
      OF APPOINTMENT BY SUCCESSOR.

              	
                34

              
	
                SECTION
      7.13

              	
                MERGER,
      CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

              	
                36

              
	
                SECTION
      7.14

              	
                PREFERENTIAL
      COLLECTION OF CLAIMS AGAINST THE COMPANY.

              	
                36

              
	
                ARTICLE
      VIII

              	
                CONCERNING
      THE SECURITYHOLDERS

              	
                36

              
	
                SECTION
      8.01

              	
                EVIDENCE
      OF ACTION BY SECURITYHOLDERS.

              	
                36

              
	
                SECTION
      8.02

              	
                PROOF
      OF EXECUTION BY SECURITYHOLDERS.

              	
                37

              
	
                SECTION
      8.03

              	
                WHO
      MAY BE DEEMED OWNERS.

              	
                37

              
	
                SECTION
      8.04

              	
                CERTAIN
      SECURITIES OWNED BY COMPANY DISREGARDED.

              	
                37

              
	
                SECTION
      8.05

              	
                ACTIONS
      BINDING ON FUTURE SECURITYHOLDERS.

              	
                38

              


      

      


      
        
          
             


          

          
            iv

            
              

            

          

          
             


          

        

      

       

    

    
      
        	
                ARTICLE
      IX

              	
                SUPPLEMENTAL
      INDENTURES

              	
                38

              
	
                SECTION
      9.01

              	
                SUPPLEMENTAL
      INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.

              	
                38

              
	
                SECTION
      9.02

              	
                SUPPLEMENTAL
      INDENTURES WITH CONSENT OF SECURITYHOLDERS.

              	
                39

              
	
                SECTION
      9.03

              	
                EFFECT
      OF SUPPLEMENTAL INDENTURES.

              	
                40

              
	
                SECTION
      9.04

              	
                SECURITIES
      AFFECTED BY SUPPLEMENTAL INDENTURES.

              	
                40

              
	
                SECTION
      9.05

              	
                EXECUTION
      OF SUPPLEMENTAL INDENTURES.

              	
                41

              
	
                ARTICLE
      X

              	
                SUCCESSOR
      ENTITY

              	
                41

              
	
                SECTION
      10.01

              	
                COMPANY
      MAY CONSOLIDATE, ETC.

              	
                41

              
	
                SECTION
      10.02

              	
                SUCCESSOR
      ENTITY SUBSTITUTED.

              	
                42

              
	
                SECTION
      10.03

              	
                EVIDENCE
      OF CONSOLIDATION, ETC. TO TRUSTEE.

              	
                42

              
	
                ARTICLE
      XI

              	
                SATISFACTION
      AND DISCHARGE; DEFEASANCE

              	
                42

              
	
                SECTION
      11.01

              	
                SATISFACTION
      AND DISCHARGE.

              	
                42

              
	
                SECTION
      11.02

              	
                DEFEASANCE.

              	
                43

              
	
                SECTION
      11.03

              	
                DEPOSITED
      MONEYS TO BE HELD IN TRUST.

              	
                45

              
	
                SECTION
      11.04

              	
                PAYMENT
      OF MONEYS HELD BY PAYING AGENTS.

              	
                45

              
	
                SECTION
      11.05

              	
                REPAYMENT
      TO COMPANY.

              	
                45

              
	
                ARTICLE
      XII

              	
                IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

              	
                45

              
	
                SECTION
      12.01

              	
                NO
      RECOURSE.

              	
                45

              
	
                ARTICLE
      XIII

              	
                MISCELLANEOUS
      PROVISIONS

              	
                46

              
	
                SECTION
      13.01

              	
                EFFECT
      ON SUCCESSORS AND ASSIGNS.

              	
                46

              
	
                SECTION
      13.02

              	
                ACTIONS
      BY SUCCESSOR.

              	
                46

              
	
                SECTION
      13.03

              	
                SURRENDER
      OF COMPANY POWERS.

              	
                46

              
	
                SECTION
      13.04

              	
                NOTICES.

              	
                46

              


      


      
        
           


        

        
          v

          
            

          

        

        
           


        

      

       

      
        	
                SECTION
      13.05

              	
                GOVERNING
      LAW; WAIVER OF TRIAL BY JURY.

              	
                46

              
	
                SECTION
      13.06

              	
                TREATMENT
      OF SECURITIES AS DEBT.

              	
                47

              
	
                SECTION
      13.07

              	
                COMPLIANCE
      CERTIFICATES AND OPINIONS.

              	
                47

              
	
                SECTION
      13.08

              	
                PAYMENTS
      ON BUSINESS DAYS.

              	
                47

              
	
                SECTION
      13.09

              	
                CONFLICT
      WITH TRUST INDENTURE ACT.

              	
                48

              
	
                SECTION
      13.10

              	
                COUNTERPARTS.

              	
                48

              
	
                SECTION
      13.11

              	
                SEPARABILITY.

              	
                48

              
	
                SECTION
      13.12

              	
                ASSIGNMENT.

              	
                48

              


      

      


      
        
           


        

        
          vi

          
            

          

        

        
           


        

      


      
        INDENTURE,
dated as of [ ], [ ], between SCOLR Pharma, Inc., a Delaware corporation (the
“Company”), and [_____________], a [______________], as trustee (the
“Trustee”):

      

       

      RECITALS
OF THE COMPANY

       

      WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of unsecured debt
securities (hereinafter referred to as the “Securities”), in an unlimited
aggregate principal amount to be issued from time to time in one or more series
as provided in this Indenture, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;

       

      WHEREAS,
to provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

       

      WHEREAS,
all things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

       

      NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the Holders of Securities or of series
thereof.

       

      ARTICLE
I

      DEFINITIONS

       

      SECTION
1.01   DEFINITIONS OF TERMS.

       

      The terms
defined in this Section (except as in this Indenture otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section and shall include the plural as well as the
singular.  All other terms used in this Indenture that are defined in
the Trust Indenture Act, or that are by reference in said Trust Indenture Act
defined in the Securities Act (except as herein otherwise expressly provided or
unless the context otherwise requires), shall have the meanings assigned to such
terms in said Trust Indenture Act and in said Securities Act as in force at the
date of the execution of this instrument.

       

      “ARTICLE”,
“SECTION” or other subdivisions refer to Articles, Sections or other
subdivisions of this Indenture.

       

      “AUTHENTICATING
AGENT” means an authenticating agent with respect to all or any of the series of
Securities appointed with respect to all or any series of the Securities by the
Trustee pursuant to Section 2.10.

       

      “BANKRUPTCY
LAW” means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors.

       

      “BOARD OF
DIRECTORS” means the Board of Directors of the Company or any duly authorized
committee of such Board.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      
         

      

      “BOARD
RESOLUTION” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such
certification.

       

      “BUSINESS
DAY” means, with respect to any series of Securities, any day other than a
Saturday or Sunday, or a day on which federal or state banking institutions in
[________], are authorized or obligated by law, executive order or regulation to
close.

       

      “CERTIFICATE”
means a certificate signed by the principal executive officer, the principal
financial officer or the principal accounting officer of the
Company.  The Certificate need not comply with the provisions of
Section 13.07.

       

      “COMMISSION”
means the Securities and Exchange Commission.

       

      “COMPANY”
means SCOLR Pharma, Inc., a corporation duly organized and existing under the
laws of the State of Delaware, and, subject to the provisions of Article X,
shall also include its successors and assigns.

       

      “CORPORATE
TRUST OFFICE” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at
the date hereof is located at [____________________________].

       

      “COVENANT
DEFEASANCE” has the meaning given in Section 11.02.

       

      “CUSTODIAN”
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

       

      “DEFAULT”
means any event, act or condition that with notice or lapse of time, or both,
would constitute an Event of Default.

       

      “DEFAULTED
INTEREST” has the meaning given in Section 2.03.

       

      “DEPOSITARY”
means, with respect to Securities of any series, for which the Company shall
determine that such Securities will be issued as a Global Security, [_________],
another clearing agency, or any successor registered as a clearing agency under
the Exchange Act, or other applicable statute or regulation, which, in each
case, shall be designated by the Company pursuant to either Section 2.01 or
2.11.

       

      “EVENT OF
DEFAULT” means, with respect to Securities of a particular series any event
specified in Section 6.01, continued for the period of time, if any, therein
designated.

       

      “EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended, or any successor
statute or statutes thereto.

       

      “GLOBAL
SECURITY” means, with respect to any series of Securities, a Security executed
by the Company and delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, all in accordance with the Indenture, which shall be
registered in the name of the Depositary or its nominee.

      

        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

      


      “GOVERNMENTAL
OBLIGATIONS” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged
or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America, the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America that, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such
custodian for the account of the Holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the Holder of such depositary
receipt from any amount received by the custodian in respect of the Governmental
Obligation or the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depositary receipt.

       

      “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.

       

      “INCLUDING”,
unless the context requires otherwise, means including without
limitation.

       

      “INDENTURE”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof, including, for all purposes of this
instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively.  The term “Indenture” shall
also include the terms of particular series of Securities established as
contemplated by Section 2.01.

       

      “INTEREST
PAYMENT DATE”, when used with respect to any installment of interest on a
Security of a particular series, means the date specified in such Security or in
a Board Resolution or in an indenture supplemental hereto with respect to such
series as the fixed date on which an installment of interest with respect to
Securities of that series is due and payable.

       

      “LEGAL
DEFEASANCE” has the meaning given in Section 11.02.

       

      “OFFICERS’
CERTIFICATE” means a certificate signed by the President or a Vice President and
by the Treasurer or an Assistant Treasurer or the Controller or an Assistant
Controller or the Secretary or an Assistant Secretary of the Company that is
delivered to the Trustee in accordance with the terms hereof.  Each
such certificate shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof.

       

      “OPINION
OF COUNSEL” means an opinion in writing of legal counsel acceptable to the
Trustee, who may be an employee of or counsel for the Company that is delivered
to the Trustee in accordance with the terms hereof.  Each such opinion
shall include the statements provided for in Section 13.07, if and to the extent
required by the provisions thereof.

      

        
          
             


          

          
            3

            
              

            

          

          
             


          

        



      “ORIGINAL
ISSUE DISCOUNT SECURITY” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01.

       

      “OUTSTANDING”,
when used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of that
series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof for
the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III; or provision satisfactory to
the Trustee shall have been made for giving such notice; and (c) Securities in
lieu of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.07; provided,
however, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, the principal amount of an Original Issue Discount
Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon
acceleration of the maturity thereof to such date pursuant to Section
6.01.

       

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

       

      “PREDECESSOR
SECURITY” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 2.07 in lieu of a lost, destroyed or stolen Security
shall be deemed to evidence the same debt as the lost, destroyed or stolen
Security.

       

      “RESPONSIBLE
OFFICER”, when used with respect to the Trustee, means any officer assigned to
the [______________] [Division / Unit] (or any successor division or unit) of
the Trustee located at the Corporate Trust Office of the Trustee, who shall have
direct responsibility for the administration of this Indenture, and for the
purposes of Section 7.01(b)(ii) and Section 315(b) of the Trust Indenture Act
shall also include any other officer of the Trustee to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

       

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

       

      “SECURITIES
ACT” means the Securities Act of 1933, as amended, or any successor statute or
statutes thereto.


      
        
           


        

        
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      “SECURITYHOLDER”,
“HOLDER of SECURITIES”, “REGISTERED HOLDER”, “HOLDER”, or other similar term,
means the Person or Persons in whose name or names a particular Security shall
be registered on the books of the Company kept for that purpose in accordance
with the terms of this Indenture.

       

      “SECURITY
REGISTER” has the meaning given in Section 2.05.

       

      “SECURITY
REGISTRAR” has the meaning given in Section 2.05.

       

      “SUBSIDIARY”
means, with respect to any Person, (i) any corporation at least a majority of
whose outstanding Voting Stock shall at the time be owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, (ii) any general partnership,
limited liability company, joint venture or similar entity, at least a majority
of whose outstanding partnership or similar interests shall at the time be owned
by such Person, or by one or more of its Subsidiaries, or by such Person and one
or more of its Subsidiaries and (iii) any limited partnership of which such
Person or any of its Subsidiaries is a general partner.

       

      “TRUSTEE”
means [_______________] and, subject to the provisions of Article VII, shall
also include its successors and assigns, and, if at any time there is more than
one Person acting in such capacity hereunder, “Trustee” shall mean each such
Person.  The term “Trustee” as used with respect to a particular
series of the Securities shall mean the trustee with respect to that
series.

       

      “TRUST
INDENTURE ACT” means the Trust Indenture Act of 1939, as amended, subject to the
provisions of Sections 9.01, 9.02, and 10.01, as in effect at the date of
execution of this instrument.

       

      “VOTING
STOCK”, as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

       

      ARTICLE
II

      ISSUE,
DESCRIPTION, TERMS, EXECUTION,

      REGISTRATION
AND EXCHANGE OF SECURITIES

       

      SECTION
2.01   DESIGNATION AND TERMS OF SECURITIES.

       

      The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.  The Securities may be issued in
one or more series up to the aggregate principal amount, if any, of Securities
of that series from time to time authorized by or pursuant to a Board Resolution
or pursuant to one or more indentures supplemental hereto.  Prior to
the initial issuance of Securities of any series, there shall be established in
or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto:

      

        
          
             


          

          
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      (1)          
  the title of the Security of the series (which shall distinguish the
Securities of the series from all other Securities);

       

      (2)            
any limit upon the aggregate principal amount of the Securities of that series
that 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 that series);

       

      (3)            
the date or dates on which the principal of the Securities of the series is
payable and the place(s) of payment;

       

      (4)            
the rate or rates at which the Securities of the series shall bear interest or
the manner of calculation of such rate or rates, if any;

       

      (5)            
the date or dates from which such interest shall accrue, the Interest Payment
Dates on which such interest will be payable or the manner of determination of
such Interest Payment Dates, the place(s) of payment, and the record date or
other method for the determination of Holders to whom interest is payable on any
such Interest Payment Dates;

       

      (6)            
the right, if any, to extend the interest payment periods and the duration of
such extension;

       

      (7)            
the period or periods within which, the price or prices at which and the terms
and conditions upon which, Securities of the series may be redeemed, in whole or
in part, at the option of the Company;

       

      (8)            
the obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions (including payments
made in cash in satisfaction of future sinking fund obligations) 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 form of the Securities of the series, including the form of the Trustee’s
certificate of authentication for such series;

       

      (10)          
if other than denominations of one thousand U.S. dollars ($1,000) or any
integral multiple thereof, the denominations in which the Securities of the
series shall be issuable;

       

      (11)          
any and all other terms with respect to such series (which terms shall not be
inconsistent with the terms of this Indenture);

       

      (12)          
whether the Securities of the series are issuable as a Global Security and, in
such case, the identity of the Depositary for such series and any other or
different terms in respect of such Global Security;

      

        
          
             


          

          
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      (13)          
whether the Securities of the series will be convertible into shares of common
stock or other securities of the Company and, if so, the terms and conditions
upon which such Securities will be so convertible, including the conversion
price and the conversion period;

       

      (14)          
if other than the principal amount thereof, the portion of the principal amount
of Securities of the series which shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.01;

       

      (15)          
any additional or different Events of Default or restrictive covenants provided
for with respect to the Securities of the series;

       

      (16)          
if applicable, that the Securities of the series, in whole or in specified part,
shall be defeasible pursuant to Section 11.02 and, if other than by a Board
Resolution, the manner in which any election by the Company to defease such
Securities shall be evidenced; and

       

      (17)          
if other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of
“Outstanding” in Section 1.01.  All Securities of any one series shall
be substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to any such Board Resolution or in any indentures
supplemental hereto.  If any of the terms of the series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers’ Certificate setting forth the terms of the
series.  Securities of any particular series may be issued at various
times, with different dates on which the principal or any installment of
principal is payable, with different rates of interest, if any, or different
methods by which rates of interest may be determined, with different dates on
which such interest may be payable and with different redemption
dates.  Notwithstanding Section 2.01(2) and unless otherwise expressly
provided with respect to a series of Securities, the aggregate principal amount
of a series of Securities may be increased and additional Securities of such
series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.

       

      SECTION
2.02   FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE.

       

      The
Securities of any series and the Trustee’s certificate of authentication to be
borne by such Securities shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided in or
pursuant to a Board Resolution and as set forth in an Officers’
Certificate.  The Securities may have such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which Securities of that series
may be listed, or to conform to usage.


      
        
           


        

        
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        SECTION
2.03   DENOMINATIONS: PROVISIONS FOR PAYMENT.

      

       

      The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(10).  The Securities of a particular series shall bear
interest payable on the dates and at the rates specified or provided for with
respect to that series.  Except as contemplated by Section 2.01(17),
the principal of and the interest on the Securities of any series, as well as
any premium thereon in case of redemption thereof prior to maturity, shall be
payable in the coin or currency of the United States of America that at the time
is legal tender for public and private debt, at the office or agency of the
Company maintained for that purpose in [________________]; provided, however,
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 Security Register.   Each Security shall be dated
the date of its authentication by the Trustee.  Except as contemplated
by Section 2.01(4), interest on the Securities shall be computed on the basis of
a 360-day year composed of twelve 30-day months.  Except as
contemplated by Section 2.01(5), the interest installment on any Security that
is payable, and is punctually paid or duly provided for, on any Interest Payment
Date for Securities of that series shall be paid to the Person in whose name
said Security (or one or more Predecessor Securities) is registered at the close
of business on the regular record date for such interest
installment.  In the event that any Security of a particular series or
portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to
such Interest Payment Date, interest on such Security will be paid upon
presentation and surrender of such Security as provided in Section 3.03. Any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of the same series
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
registered Holder on the relevant regular record date by virtue of having been
such Holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below:

       

      (1)           
The Company may make payment of any Defaulted Interest on Securities to the
Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner:  the Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each such Security and the date of
the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided.  Thereupon the
Trustee shall fix a special record date for the payment of such Defaulted
Interest which shall not be more than 15 nor less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment.  The Trustee shall
promptly notify the Company of such special record date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed, first
class postage prepaid, to each Securityholder at his or her address as it
appears in the Security Register (as hereinafter defined), not less than 10 days
prior to such special record date.  Notice of the proposed payment of
such Defaulted Interest and the special record date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names such Securities (or their respective Predecessor Securities) are
registered on such special record date.

      

        
          
             


          

          
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      (2)          
The Company may make payment of any Defaulted Interest on any Securities in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.  Unless otherwise set forth in a
Board Resolution or one or more indentures supplemental hereto establishing the
terms of any series of Securities pursuant to Section 2.01 hereof, the term
“regular record date” as used in this Section with respect to a series of
Securities with respect to any Interest Payment Date for such series shall mean
either the fifteenth day of the month immediately preceding the month in which
an Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the first day of a month,
or the last day of the month immediately preceding the month in which an
Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the fifteenth day of a
month, whether or not such date is a Business Day.  Subject to the
foregoing provisions of this Section, each Security of a series delivered under
this Indenture upon transfer of or in exchange for or in lieu of any other
Security of such series shall carry the rights to interest accrued and unpaid,
and to accrue, that were carried by such other Security.

       

      SECTION
2.04   EXECUTION AND AUTHENTICATION.

       

      The
Securities shall be signed on behalf of the Company by its President, or one of
its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers,
attested by its Secretary or one of its Assistant
Secretaries.  Signatures may be in the form of a manual or facsimile
signature.  The Company may use the facsimile signature of any Person
who shall have been a President or Vice President thereof, or of any Person who
shall have been the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary thereof, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of such Person shall
have ceased to be the President or a Vice President, or the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Company.  The Securities may contain such notations, legends or
endorsements required by law, stock exchange rule or usage.  A
Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent.  Such
signature shall be conclusive evidence and the only evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the Holder is entitled to the benefits of this Indenture.  At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by its President or any
Vice President and its Secretary or any Assistant Secretary, and the Trustee in
accordance with such written order shall authenticate and deliver such
Securities.  In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture and that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles and to other customary
exceptions.  The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

      

        
          
             


          

          
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SECTION
2.05   REGISTRATION OF TRANSFER AND EXCHANGE.

       

      (a)       
Securities of any series may be exchanged upon presentation thereof at the
office or agency of the Company designated for such purpose in [____________],
for other Securities of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto, all as provided in this
Section.  In respect of any Securities so surrendered for exchange,
the Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in exchange therefor the Security or Securities of the same
series that the Securityholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.

       

      (b)      
The Company shall keep, or cause to be kept, at its office or agency designated
for such purpose in [_____________], or such other location designated by the
Company a register or registers (herein referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the
Company shall register the Securities and the transfers of Securities as in this
Article provided and which at all reasonable times shall be open for inspection
by the Trustee.  The registrar for the purpose of registering
Securities and transfer of Securities as herein provided shall be appointed as
authorized by Board Resolution (the “Security Registrar”).  Upon
surrender for transfer of any Security at the office or agency of the Company
designated for such purpose, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as the
Security presented for a like aggregate principal amount.  All
Securities presented or surrendered for exchange or registration of transfer, as
provided in this Section, shall be accompanied (if so required by the Company or
the Security Registrar) by a written instrument or instruments of transfer, in
form satisfactory to the Company or the Security Registrar, duly executed by the
registered Holder or by such Holder’s duly authorized attorney in
writing.

       

      (c)       
No service charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, other than exchanges pursuant
to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer.  The Company shall not be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
less than all the Outstanding Securities of the same series and ending at the
close of business on the day of such mailing, nor (ii) to register the transfer
of or exchange any Securities of any series or portions thereof called for
redemption.  The provisions of this Section 2.05 are, with respect to
any Global Security, subject to Section 2.11 hereof.


      
        
           


        

        
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        SECTION
2.06   TEMPORARY SECURITIES.

      

       

      Pending
the preparation of definitive Securities of any series, the Company may execute,
and the Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination.  Such
temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Company.  Every temporary Security of any series
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities of such series.  Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the Holders), at the office or agency of
the Company designated for the purpose in [______________], and the Trustee
shall authenticate and such office or agency shall deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished until further
notice from the Company.  Until so exchanged, the temporary Securities
of such series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series authenticated and delivered
hereunder.

       

      SECTION
2.07   MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

       

      In case
any temporary or definitive Security shall become mutilated or be destroyed,
lost or stolen, the Company (subject to the next succeeding sentence) shall
execute, and upon the Company’s request the Trustee (subject as aforesaid) shall
authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen.  In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Security and of the ownership
thereof.  The Trustee may authenticate any such substituted Security
and deliver the same upon the written request or authorization of any officer of
the Company.  Upon the issuance of any substituted Security, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected
therewith.  In case any Security that has matured or is about to
mature shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Security) if
the applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.  Every replacement Security issued pursuant to the provisions
of this Section shall constitute an additional contractual obligation of the
Company whether or not the mutilated, destroyed, lost or stolen Security shall
be found at any time, or be enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of the same series duly issued hereunder.  All
Securities shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

      

        
          
             


          

          
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      SECTION
2.08   CANCELLATION.

       

      All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture.  On request of the Company at the time of such
surrender, the Trustee shall deliver to the Company canceled Securities held by
the Trustee.  In the absence of such request the Trustee may dispose
of canceled Securities in accordance with its standard procedures and deliver a
certificate of disposition to the Company.  If the Company shall
otherwise acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation.

       

      SECTION
2.09   BENEFITS OF INDENTURE.

       

      Nothing
in this Indenture or in the Securities, express or implied, shall give or be
construed to give to any Person, other than the parties hereto and the Holders
of the Securities any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the Holders of the Securities.

       

      SECTION
2.10   AUTHENTICATING AGENT.

       

      So long
as any of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to appoint.  Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  All references in this Indenture to the
authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series.  Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state
authorities.  If at any time any Authenticating Agent shall cease to
be eligible in accordance with these provisions, it shall resign
immediately.  Any Authenticating Agent may at any time resign by
giving written notice of resignation to the Trustee and to the
Company.  The Trustee may at any time (and upon request by the Company
shall) terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company.  Upon
resignation, termination or cessation of eligibility of any Authenticating
Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company.  Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder as if originally named as
an Authenticating Agent pursuant hereto.  Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
that such corporation shall be otherwise eligible under this Section, without
the execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.

       

      
        
          
             


          

          
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      SECTION
2.11   GLOBAL SECURITIES.

       

      (a)       
If the Company shall establish pursuant to Section 2.01 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04, authenticate and
deliver, a Global Security that

       

      (1)            
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all or a portion of the Outstanding Securities of such
series,

       

      (2)            
shall be registered in the name of the Depositary or its nominee,

       

      (3)            
shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, and

       

      (4)            
shall bear a legend substantially to the following effect:  “Except as
otherwise provided in Section 2.11 of the Indenture, this Security may be
transferred, in whole but not in part, only to the Depositary, another nominee
of the Depositary or to a successor Depositary or to a nominee of such successor
Depositary.”

       

      (b)       
Notwithstanding the provisions of Section 2.05, the Global Security of a series
may be transferred, in whole but not in part and in the manner provided in
Section 2.05, only to the Depositary for such series, another nominee of the
Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor
Depositary.

       

      (c)       
If at any time the Depositary for a series of the Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such series
or if at any time the Depositary for such series shall no longer be registered
or in good standing under the Exchange Act, or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute, and
subject to Section 2.05, the Trustee will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security.  In addition, the Company may at any time determine
that the Securities of any series shall no longer be represented by a Global
Security and that the provisions of this Section 2.11 shall no longer apply to
the Securities of such series.  In such event the Company will execute
and subject to Section 2.05, the Trustee, upon receipt of an Officers’
Certificate evidencing such determination by the Company, will authenticate and
deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security of such series in exchange for
such Global Security.  Upon the exchange of the Global Security for
such Securities in definitive registered form without coupons, in authorized
denominations, the Global Security shall be canceled by the
Trustee.  Such Securities in definitive registered form issued in
exchange for the Global Security pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.  The Trustee shall deliver such Securities
to the Depositary for delivery to the Persons in whose names such Securities are
so registered.

      

        
          
             


          

          
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      (d)       
None of the Trustee, the Security Registrar or any paying agent shall have any
responsibility or obligation to any beneficial owner in a Global Security, a
member of, or a participant in the Depositary or other Person with respect to
the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption) or the payment of any amount, under or with
respect to such Securities.  All notices and communications to be
given to the Securityholders and all payments to be made to Securityholders
under the Securities and this Indenture shall be given or made only to or upon
the order of the registered holders (which shall be the Depositary or its
nominee in the case of the Global Security).  The rights of beneficial
owners in the Global Security shall be exercised only through the Depositary
subject to the applicable procedures.  The Trustee, the Security
Registrar and any paying agent shall be entitled to rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners.  The Trustee,
the Security Registrar and any paying agent shall be entitled to deal with any
depositary (including the Depositary), and any nominee thereof, that is the
registered holder of any Global Security for all purposes of this Indenture
relating to such Global Security (including the payment of principal, premium,
if any, and interest and additional amounts, if any, and the giving of
instructions or directions by or to the owner or holder of a beneficial
ownership interest in such Global Security) as the sole holder of such Global
Security and shall have no obligations to the beneficial owners
thereof.  None of the Trustee, the Security Registrar or any paying
agent shall have any responsibility or liability for any acts or omissions of
any such depositary with respect to such Global Security, for the records of any
such depositary, including records in respect of beneficial ownership interests
in respect of any such Global Security, for any transactions between such
depositary and any participant in such depositary or between or among any such
depositary, any such participant and/or any holder or owner of a beneficial
interest in such Global Security, or for any transfers of beneficial interests
in any such Global Security.

       

      
        
           


        

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

       

      ARTICLE
III

      REDEMPTION
OF SECURITIES AND SINKING FUND PROVISIONS

       

      SECTION
3.01   REDEMPTION.

       

      The
Company may redeem the Securities of any series issued hereunder on and after
the dates and in accordance with the terms established for such series pursuant
to Section 2.01 hereof.

       

      SECTION
3.02   NOTICE OF REDEMPTION.

       

      (a)       
In case the Company shall desire to exercise such right to redeem all or, as the
case may be, a portion of the Securities of any series in accordance with the
right reserved so to do, the Company shall (upon five Business Days prior notice
to the Trustee, unless a shorter notice period shall be acceptable to the
Trustee), or shall cause the Trustee to, give notice of such redemption to
Holders of the Securities of such series to be redeemed by mailing, first class
postage prepaid, a notice of such redemption not less than 30 days and not more
than 90 days before the date fixed for redemption of that series to such Holders
at their last addresses as they shall appear upon the Security Register unless a
shorter period is specified in the Securities to be redeemed.  Any
notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered Holder receives
the notice.  In any case, failure duly to give such notice to the
Holder of any Security of any series designated for redemption in whole or in
part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Securities of such series or any
other series.  In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with any such
restriction.  Each such notice of redemption shall specify the date
fixed for redemption and the redemption price at which Securities of that series
are to be redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company in
[_____________], upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, that from and after said date interest will cease to accrue and
that the redemption is for a sinking fund, if such is the case.  If
less than all the Securities of a series are to be redeemed, the notice to the
Holders of Securities of that series to be redeemed in whole or in part shall
specify the particular Securities to be so redeemed.  In case any
Security is to be redeemed in part only, the notice that relates to such
Security shall state the portion of the principal amount thereof to be redeemed,
and shall state that on and after the redemption date, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.


      
        
           


        

        
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      (b)       
If less than all the Securities of a series are to be redeemed, the Company
shall give the Trustee at least 45 days’ notice in advance of the date fixed for
redemption as to the aggregate principal amount of Securities of the series to
be redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion and that may
provide for the selection of a portion or portions (equal to one thousand U.S.
dollars ($1,000) or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part.  The
Company may, if and whenever it shall so elect, by delivery of instructions
signed on its behalf by its President or any Vice President, instruct the
Trustee or any paying agent to call all or any part of the Securities of a
particular series for redemption and to give notice of redemption in the manner
set forth in this Section, such notice to be in the name of the Company or its
own name as the Trustee or such paying agent as it may deem
advisable.  In any case in which notice of redemption is to be given
by the Trustee or any such paying agent, the Company shall deliver or cause to
be delivered to, or permit to remain with, the Trustee or such paying agent, as
the case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

       

      SECTION
3.03   PAYMENT UPON REDEMPTION.

       

      (a)       
If the giving of notice of redemption shall have been completed as above
provided, the Securities or portions of Securities of the series to be redeemed
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price, together with
interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof.  On presentation and surrender of such Securities on
or after the date fixed for redemption at the place of payment specified in the
notice, said Securities shall be paid and redeemed at the applicable redemption
price for such series, together with interest accrued thereon to the date fixed
for redemption (but if the date fixed for redemption is an Interest Payment
Date, the interest installment payable on such date shall be payable to the
registered Holder at the close of business on the applicable record date
pursuant to Section 2.03).

       

      (b)       
Upon presentation of any Security of such series that is to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Security is presented shall deliver to the Holder
thereof, at the expense of the Company, a new Security of the same series of
authorized denominations in principal amount equal to the unredeemed portion of
the Security so presented.

       

      
        
           


        

        
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      SECTION
3.04   SINKING FUND.

       

      The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise specified
as contemplated by Section 2.01 for Securities of such series.  The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”.  If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 3.05.  Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

       

      SECTION
3.05   SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES.

       

      The
Company,

       

      (1)            
may deliver Outstanding Securities of a series (other than any Securities
previously called for redemption) and

       

      (2)            
may apply as a credit Securities of a series that have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of such series required to
be made pursuant to the terms of such Securities as provided for by the terms of
such series, provided that such Securities have not been previously so
credited.  Such Securities shall be received and credited for such
purpose by the Trustee at the redemption price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

       

      SECTION
3.06   REDEMPTION OF SECURITIES FOR SINKING FUND.

       

      Not less
than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.05 and the basis for such credit and will, together with such
Officers’ Certificate, deliver to the Trustee any Securities to be so
delivered.  Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.02 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.02.  Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 3.03.


      
        
           


        

        
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      ARTICLE
IV

      COVENANTS

       

      SECTION
4.01   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

       

      The
Company will duly and punctually pay or cause to be paid the principal of (and
premium, if any) and interest on the Securities of each series at the time and
place and in the manner provided herein and established with respect to such
Securities.

       

      SECTION
4.02   MAINTENANCE OF OFFICE OR AGENCY.

       

      So long
as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in [____________], with respect to each such series
and at such other location or locations as may be designated as provided in this
Section 4.02, where (i) Securities of that series may be presented for payment,
(ii) Securities of that series may be presented as herein above authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its President or a
Vice President and delivered to the Trustee, designate some other office or
agency in [_____________] for such purposes or any of them.  If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, notices and demands.

       

      The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series 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 [____________] for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency.

       

      SECTION
4.03   PAYING AGENTS.

       

      (a)       
If the Company shall appoint one or more paying agents for all or any series of
the Securities, other than the Trustee, the Company will cause each such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this
Section:

       

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

       

      (2)           
that it will give the Trustee notice of any failure by the Company (or by any
other obligor of such Securities) to make any payment of the principal of (and
premium, if any) or interest on the Securities of that series when the same
shall be due and payable;


      
        
           


        

        
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      (3)           
that it will, at any time during the continuance of any failure referred to in
the preceding paragraph (a)(2) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such paying agent;
and

       

      (4)           
that it will perform all other duties of paying agent as set forth in this
Indenture.

       

      (b)       
If the Company shall act as its own paying agent with respect to any series of
the Securities, it will on or before each due date of the principal of (and
premium, if any) or interest on Securities of that series, set aside, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay such principal (and premium, if any) or interest so becoming
due on Securities of that series until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of such action, or any failure (by it or any other obligor on such Securities)
to take such action.  Whenever the Company shall have one or more
paying agents for any series of Securities, it will, prior to each due date of
the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

       

      (c)       
Notwithstanding anything in this Section to the contrary,

       

      (1)           
the agreement to hold sums in trust as provided in this Section is subject to
the provisions of Section 11.05, and

       

      (2)           
the Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or direct any paying
agent to pay, to the Trustee all sums held in trust by the Company or such
paying agent, such sums to be held by the Trustee upon the same terms and
conditions as those upon which such sums were held by the Company or such paying
agent; and, upon such payment by any paying agent to the Trustee, such paying
agent shall be released from all further liability with respect to such
money.

       

      SECTION
4.04   APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

       

      The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.11, a Trustee, so that there
shall at all times be a Trustee hereunder.

       

      SECTION
4.05   COMPLIANCE WITH CONSOLIDATION PROVISIONS.

       

      The
Company will not, while any of the Securities remain Outstanding, consolidate
with or merge into any other Person, in either case where the Company is not the
survivor of such transaction, or sell, convey, transfer or otherwise dispose of
its property as an entirety or substantially as an entirety to any other Person
unless the provisions of Article X hereof are complied with.


      
        
           


        

        
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      SECTION
4.06   STATEMENT BY OFFICERS AS TO DEFAULT.

       

      The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers’ Certificate, stating whether or not to
the best knowledge of the signer thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which such signer may have
knowledge.

       

      ARTICLE
V

      SECURITYHOLDERS’
LISTS AND REPORTS

      BY
THE COMPANY AND THE TRUSTEE

       

      SECTION
5.01   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
SECURITYHOLDERS.

       

      The
Company will furnish or cause to be furnished to the Trustee:

       

      (1)           
not more than 15 days after each regular record date (as defined in Section
2.03) a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of each series of Securities as of such regular
record date, provided that the Company shall not be obligated to furnish or
cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Company;
and

       

      (2)           
at such other times as the Trustee may request in writing within 30 days after
the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that, in either case, no such list need be
furnished for any series for which the Trustee shall be the Security
Registrar.

       

      SECTION
5.02   PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
SECURITYHOLDERS.

       

      (a)       
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders of Securities
contained in the most recent list furnished to it as provided in Section 5.01
and as to the names and addresses of Holders of Securities received by the
Trustee in its capacity as Security Registrar (if acting in such
capacity).

       

      (b)       
The Trustee may destroy any list furnished to it as provided in Section 5.01
upon receipt of a new list so furnished.

       

      (c)       
Securityholders may communicate as provided in Section 312(b) of the Trust
Indenture Act with other Securityholders with respect to their rights under this
Indenture or under the Securities.


      
        
           


        

        
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      SECTION
5.03   REPORTS BY THE COMPANY.

       

      (a)       
The Company covenants and agrees to file with the Trustee, within 15 days after
the Company has filed the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of such sections, then to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports that may be required pursuant to Section 13 of the Exchange Act, in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.

       

      (b)       
The Company covenants and agrees to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and
regulations.

       

      (c)       
The Company covenants and agrees to transmit by mail, first class postage
prepaid, or reputable overnight delivery service that provides for evidence of
receipt, to the Securityholders, as their names and addresses appear upon the
Security Register, within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.

       

      (d)       
Delivery of reports, information and documents to the Trustee under this Section
5.03 is for informational purposes only and the Trustee’s receipt of the
foregoing 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 respective covenants hereunder (as to which
the Trustee is entitled to rely exclusively on Officers’ Certificates, except as
otherwise provided herein).

       

      SECTION
5.04   REPORTS BY THE TRUSTEE.

       

      (a)       
On or before July 15 in each year in which any of the Securities are
Outstanding, the Trustee shall transmit by mail, first class postage prepaid, to
the Securityholders, as their names and addresses appear upon the Security
Register, a brief report dated as of the preceding May 15, if and to the extent
required under Section 313(a) of the Trust Indenture Act.

       

      (b)       
The Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture
Act.

       

      (c)       
A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Securities are listed (if so listed) and also with the
Commission.  The Company agrees to notify the Trustee when any
Securities become listed on any stock exchange.


      
        
           


        

        
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      ARTICLE
VI

      REMEDIES
OF THE TRUSTEE

      AND
SECURITYHOLDERS ON EVENT OF DEFAULT

       

      SECTION
6.01   EVENTS OF DEFAULT.

       

      (a)       
Whenever used herein with respect to Securities of a particular series, “Event
of Default” means any one or more of the following events that has occurred and
is continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

       

      (1)           
the Company defaults in the payment of any installment of interest upon any of
the Securities of that series, as and when the same shall become due and
payable, and continuance of such default for a period of 90 days; provided,
however, that a valid extension of an interest payment period by the Company in
accordance with the terms of any indenture supplemental hereto shall not
constitute a default in the payment of interest for this purpose;

       

      (2)           
the Company defaults in the payment of the principal of (or premium, if any, on)
any of the Securities of that series as and when the same shall become due and
payable whether at maturity, upon redemption, by declaration or otherwise, or in
any payment required by any sinking or analogous fund established with respect
to that series; provided, however, that a valid extension of the maturity of
such Securities in accordance with the terms of any indenture supplemental
hereto shall not constitute a default in the payment of principal or premium, if
any;

       

      (3)           
the Company fails to observe or perform any other of its covenants or agreements
with respect to that series contained in this Indenture or otherwise established
with respect to that series of Securities pursuant to Section 2.01 hereof (other
than a covenant or agreement that has been expressly included in this Indenture
solely for the benefit of one or more series of Securities other than such
series) for a period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied and stating that such notice is a
“Notice of Default” hereunder, shall have been given to the Company by the
Trustee, by registered or certified mail, or to the Company and the Trustee by
the Holders of at least 25% in principal amount of the Securities of that series
at the time Outstanding;

       

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

       

      (i)     
commences a voluntary case,

       

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

       

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

       

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

       

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

       

      
        
           


        

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

       

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

       

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

       

      (b)       
In each and every such case, unless the principal of all the Securities of that
series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
that series then Outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by such Securityholders), may declare the principal of
all the Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, notwithstanding anything contained in this Indenture or in the
Securities of that series or established with respect to that series pursuant to
Section 2.01 to the contrary.

       

      (c)       
At any time after the principal of the Securities of that series shall have been
so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided,
the Holders of a majority in aggregate principal amount of the Securities of
that series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences
if:

       

      (i)     
the Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
that shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under Section 7.07,
and

       

      (ii)    
any and all Events of Default under the Indenture with respect to such series,
other than the nonpayment of principal on Securities of that series that shall
not have become due by their terms, shall have been remedied or waived as
provided in Section 6.06.  No such rescission and annulment shall
extend to or shall affect any subsequent default or impair any right consequent
thereon.

       

      (d)       
In case the Trustee shall have proceeded to enforce any right with respect to
Securities of that series under this Indenture and such proceedings shall have
been discontinued or abandoned because of such rescission or annulment or for
any other reason or shall have been determined adversely to the Trustee, then
and in every such case, subject to any determination in such proceedings, the
Company, and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had been
taken.


      
        
           


        

        
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      SECTION
6.02   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

       

      (a)       
The Company covenants that

       

      (i)     
in case it shall default in the payment of any installment of interest on any of
the Securities of a series, as and when the same shall have become due and
payable, and such default shall have continued for a period of 90 days,
or

       

      (ii)    
in case it shall default in the payment of the principal of (or premium, if any,
on) any of the Securities of a series when the same shall have become due and
payable, whether upon maturity of the Securities of a series or upon redemption
or upon declaration, pursuant to any sinking or analogous fund established with
respect to that series or otherwise, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the Holders of the
Securities of that series, the whole amount that then shall have been become due
and payable on all such Securities for principal (and premium, if any) or
interest, or both, as the case may be, with interest upon the overdue principal
(and premium, if any) and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of interest at the
rate per annum expressed in the Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section
7.07.

       

      (b)       
If the Company shall fail to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or other obligor upon the Securities of that
series and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or other obligor upon the
Securities of that series, wherever situated.

       

      (c)       
In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and documents as may be
necessary or advisable in order to have the claims of the Trustee and of the
Holders of Securities of such series allowed for the entire amount due and
payable by the Company under the Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.07; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee
any amount due it under Section 7.07.


      
        
           


        

        
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      (d)       
All rights of action and of asserting claims under this Indenture, or under any
of the terms established with respect to Securities of that series, may be
enforced by the Trustee without the possession of any of such Securities, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.07, be
for the ratable benefit of the Holders of the Securities of such
series.  In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by
law.  Nothing contained herein 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 that 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 proceeding.

       

      SECTION
6.03   APPLICATION OF MONEYS COLLECTED.

       

      Any
moneys collected by the Trustee pursuant to this Article with respect to a
particular series of Securities and any money or other property distributable in
respect of the company’s obligations under this Indenture after an Event of
Default shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such moneys on account of
principal (or premium, if any) or interest, upon presentation of the Securities
of that series, and notation thereon of the payment, if only partially paid, and
upon surrender thereof if fully paid:

       

      FIRST:  To
the payment of costs and expenses of collection and of all amounts payable to
the Trustee (including any predecessor Trustee) under Section 7.07;
and

       

      SECOND:  To
the payment of the amounts then due and unpaid upon Securities of such series
for principal (and premium, if any) and interest, 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 premium, if any) and interest,
respectively.

       

      SECTION
6.04   LIMITATION ON SUITS.

       

      No Holder
of any Security of any series shall have any right by virtue or by availing of
any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless

       

      (1)           
such Holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof with respect to the Securities
of such series specifying such Event of Default, as hereinbefore
provided;


      
        
           


        

        
          25

          
            

          

        

        
           


        

      

      
         

      

      (2)           
the Holders of not less than 25% in aggregate principal amount of the Securities
of such series then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder;

       

      (3)           
such Holder or Holders shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby; and

       

      (4)           
the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity, shall have failed to institute any such action, suit or proceeding
and

       

      (5)           
during such 60 day period, the Holders of a majority in principal amount of the
Securities of that series do not give the Trustee a direction inconsistent with
the request.

       

      Notwithstanding
anything contained herein to the contrary, the right of any Holder of any
Security to receive payment of the principal of (and premium, if any) and
interest on such Security, as therein provided, on the respective due dates
expressed in such Security (or in the case of redemption, on the redemption
date), or to institute suit for the enforcement of any such payment on or after
such respective dates or redemption date, shall not be impaired or affected
without the consent of such Holder and by accepting a Security hereunder it is
expressly understood, intended and covenanted by the taker and Holder of every
Security of such series with every other such taker and Holder and the Trustee,
that no one or more Holders of Securities of such series shall have any right in
any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the Holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all Holders of Securities of such series.  For the protection and
enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

       

      SECTION
6.05   RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER.

       

      (a)       
Except as otherwise provided in Section 2.07, all powers and remedies given by
this Article to the Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any other powers and
remedies available to the Trustee or the Holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established
with respect to such Securities.

       

      (b)       
No delay or omission of the Trustee or of any Holder of any of the Securities to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or on acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy given by this
Article or by law to the Trustee or the Securityholders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by
the Securityholders.


      
        
           


        

        
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      SECTION
6.06   CONTROL BY SECURITYHOLDERS.

       

      The
Holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.01,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such series; provided, however,
that such direction shall not be in conflict with any rule of law or with this
Indenture or be unduly prejudicial to the rights of Holders of Securities of any
other series at the time Outstanding determined in accordance with Section
8.01.  Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal
liability.  The Holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding affected thereby,
determined in accordance with Section 8.01, may on behalf of the holders of all
of the Securities of such series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.01
with respect to such series and its consequences, except a default in the
payment of the principal of (or premium, if any) or interest on, any of the
Securities of that series as and when the same shall become due by the terms of
such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal and any premium has been deposited with the Trustee (in accordance
with Section 6.01(c)) or in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of the Holder
of each Outstanding Security affected.  Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the Holders of the Securities of such
series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

       

      SECTION
6.07   UNDERTAKING TO PAY COSTS.

       

      All
parties to this Indenture agree, and each Holder of any Securities by such
Holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

      

        
          
             


          

          
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ARTICLE
VII

      CONCERNING
THE TRUSTEE

       

      SECTION
7.01   CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

       

      (a)       
The Trustee, prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing of all Events of Default with
respect to the Securities of that series that may have occurred, shall undertake
to perform with respect to the Securities of such series such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee. In case an
Event of Default with respect to the Securities of a series has occurred (that
has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

       

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

       

      (i)     
prior to the occurrence of an Event of Default with respect to the Securities of
a series and after the curing or waiving of all such Events of Default with
respect to that series that may have occurred:  the duties and
obligations of the Trustee shall with respect to the Securities of such series
be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable with respect to the Securities of such series except
for the performance of such duties and obligations as are specifically set forth
in this Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and in the absence of bad faith on the part
of the Trustee, the Trustee may with respect to the Securities of such series
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any 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 that 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 requirement of
this Indenture;

       

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

       

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


      
        
           


        

        
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      (iv)   
this Subsection shall not be construed to limit the effect of Subsection (c) of
this Section 7.01.

       

      (c)       
none of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

       

      (d)       
The Trustee shall not be deemed to have notice of or be charged with having
knowledge of any Default or Event of Default with respect to any series of
Securities, except Events of Default under Section 6.01(a)(1) or (a)(2), if and
so long as it is acting as paying agent with respect to the Securities of such
series, unless written notice of such Default Event or Event of Default, as the
case may be, is received by the Trustee at the Corporate Trust Office of the
Trustee from the Company or any Holder of Securities of such series, and such
notice references the Securities and this Indenture.

       

      (e)       
Whether or not expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 7.01.

       

      SECTION
7.02   NOTICE OF DEFAULTS.

       

      If a
Default occurs hereunder with respect to Securities of any series and is known
to a Responsible Officer of the Trustee, the Trustee shall give the Holders of
Securities of such series notice of such Default as and to the extent provided
by the Trust Indenture Act; provided, however, that in the case of any Default
of the character specified in clause (3) of Section 6.01(a) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

       

      SECTION
7.03   CERTAIN RIGHTS OF TRUSTEE.

       

      Except as
otherwise provided in Section 7.01:

       

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

       

      (b)       
Any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Board Resolution or an instrument signed in the name
of the Company, by the President or any Vice President and by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer thereof
(unless other evidence in respect thereof is specifically prescribed
herein);

       

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


      
        
           


        

        
          29

          
            

          

        

        
           


        

      

      
         

      

      (d)       
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
Securityholders, pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default with respect to a
series of the Securities (that has not been cured or waived) to exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs;

       

      (e)       
The Trustee shall not be liable for any action taken or omitted to be taken by
it in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;

       

      (f)       
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security, or other
papers or documents; and

       

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

       

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

       

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

       

      (j)        
the Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture;

       

      (k)       
the permissive right of the Trustee to take or refrain from taking any actions
enumerated in this Indenture shall not be construed as a duty;

       

      (l)        
anything in this Indenture notwithstanding, in no event shall the Trustee be
liable for special, indirect, punitive or consequential loss or damage of any
kind whatsoever (including but not limited to loss of profit), even if the
Company or Guarantor has been advised as to the likelihood of such loss or
damage and regardless of the form of action;

       

      (m)      
the Trustee shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fire; flood; terrorism;
wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunctions of utilities, computer (hardware or software) or
communication services; accidents; labor disputes; acts of civil or military
authority and governmental action.

      

        
          
             


          

          
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SECTION
7.04   TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR
SECURITIES.

       

      (a)       
The recitals contained herein and in the Securities shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.

       

      (b)       
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities.

       

      (c)       
The Trustee shall not be accountable for the use or application by the Company
of any of the Securities or of the proceeds of such Securities, or for the use
or application of any moneys paid over by the Trustee in accordance with any
provision of this Indenture or established pursuant to Section 2.01, or for the
use or application of any moneys received by any paying agent other than the
Trustee.

       

      SECTION
7.05   MAY HOLD SECURITIES.

       

      The
Trustee or any paying agent or Security Registrar, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security
Registrar.

       

      SECTION
7.06   MONEYS HELD IN TRUST.

       

      Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any moneys received by it hereunder except such as it may agree with the
Company to pay thereon.

       

      SECTION
7.07   COMPENSATION AND REIMBURSEMENT.

       

      (a)       
The Company covenants and agrees to pay to the Trustee, and the Trustee shall be
entitled to, such reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), as the Company, and the Trustee may from time to time agree in writing,
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and, except as otherwise expressly provided herein, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its gross negligence or willful misconduct.  The Company
also covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, damage, claims
liability or expense incurred without gross negligence or willful misconduct on
the part of the Trustee and arising out of or in connection with the acceptance
or administration of this trust, including the costs and expenses of defending
itself against any claim whether asserted by the Company, any Securityholder or
any other Person or liability including the compensation and expense of counsel
in connection with the exercise or performance of any of its powers or duties
hereunder.


      
        
           


        

        
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      (b)       
The obligations of the Company under this Section to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder.  Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities.

       

      (c)       
To the extent permitted by law, any compensation due or expense incurred by the
Trustee after a default specified in or pursuant to Section 6.01 is intended to
constitute an expense of administration under any then applicable bankruptcy or
insolvency law.  “Trustee” for purposes of this Section 7.07 shall
include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section
7.07.

       

      (d)       
The provisions of this Section 7.07 shall survive the satisfaction and discharge
of this Indenture, the termination of this Indenture for any reason, or the
earlier resignation or removal of the Trustee and shall apply with equal force
and effect to the Trustee in its capacity as Authenticating Agent, Security
Registrar or paying agent.

       

      SECTION
7.08   RELIANCE ON OFFICERS’ CERTIFICATE.

       

      Except as
otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
to take any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warranty to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

       

      SECTION
7.09   DISQUALIFICATION; CONFLICTING INTERESTS.

       

      If the
Trustee has or shall acquire any “conflicting interest” within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act, subject to the penultimate paragraph thereof. For purposes of Section
310(b)(i) of the Trust Indenture Act and to the extent permitted thereby, the
Trustee, in its capacity as trustee in respect of the Securities of any series,
shall not be deemed to have a conflicting interest arising from its capacity as
trustee in respect of the Securities of any other series.


      
        
           


        

        
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      SECTION
7.10   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

       

      There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or other Person permitted to act as
trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least fifty million
U.S. dollars ($50,000,000), and subject to supervision or examination by
federal, state, territorial, or District of Columbia authority.  If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  The Company may
not, nor may any Person directly or indirectly controlling, controlled by, or
under common control with the Company, serve as Trustee.  In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.11.

       

      SECTION
7.11   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

       

      (a)       
The Trustee or any successor hereafter appointed, may at any time resign with
respect to the Securities of one or more series by giving written notice thereof
to the Company and by transmitting notice of resignation by mail, first class
postage prepaid, to the Securityholders of such series, as their names and
addresses appear upon the Security Register.  Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor
trustee.  If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide Holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee.  Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

       

      (b)       
In case at any time any one of the following shall occur:

       

      (i)     
the Trustee shall fail to comply with the provisions of Section 7.09 after
written request therefor by the Company or by any Securityholder who has been a
bona fide Holder of a Security or Securities for at least six months;
or

       

      (ii)    
the Trustee shall cease to be eligible in accordance with the provisions of
Section 7.10 and shall fail to resign after written request therefor by the
Company or by any such Securityholder; or


      
        
           


        

        
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      (iii)   
the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the
Trustee or of its property shall be appointed or consented to, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation,

       

      then, in
any such case, the Company may remove the Trustee with respect to all Securities
and appoint a successor trustee by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee, or, unless, in
the case of a failure to comply with Section 7.09, the Trustee’s duty to resign
is stayed as provided in the penultimate paragraph of Section 310(b) of the
Trust Indenture Act, any Securityholder who has been a bona fide Holder of a
Security or Securities for at least six months may, on behalf of that Holder and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor
trustee.  Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

       

      (c)       
The Holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding may at any time remove the Trustee with respect
to such series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such series with the consent of the Company.

       

      (d)       
Any resignation or removal of the Trustee and appointment of a successor trustee
with respect to the Securities of a series pursuant to any of the provisions of
this Section shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.12.

       

      (e)    
   Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

       

      SECTION
7.12   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

       

      (a)       
In case of the appointment hereunder of a successor trustee with respect to all
Securities, every such successor trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor trustee all the
rights, powers, and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to the lien provided for
in Section 7.07.

       

      (b)       
In case of the appointment hereunder of a successor trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor trustee shall accept such appointment and which

       

      
        
           


        

        
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      (i)     
shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee
relates,

       

      (ii)    
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee,
and

       

      (iii)   
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates, subject nevertheless to
the lien provided for in Section 7.07.

       

      (c)       
Upon request of any such successor trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section, as the case may be.

       

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

       

      (e)       
Upon acceptance of appointment by a successor trustee as provided in this
Section, the Company shall transmit notice of the succession of such trustee
hereunder by mail, first class postage prepaid, to the Securityholders, as their
names and addresses appear upon the Security Register.  If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

      

        
          
             


          

          
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      SECTION
7.13   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

       

      Any
Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided that such Person shall be
qualified under the provisions of Section 7.09 and eligible under the provisions
of Section 7.10, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such
Securities.

       

      SECTION
7.14   PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
COMPANY.

       

      The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act.  A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included
therein.

       

      ARTICLE
VIII

      CONCERNING
THE SECURITYHOLDERS

       

      SECTION
8.01   EVIDENCE OF ACTION BY SECURITYHOLDERS.

       

      Whenever
in this Indenture it is provided that the Holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the Holders of such majority or
specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
Holders of Securities of that series in Person or by agent or proxy appointed in
writing.  If the Company shall solicit from the Securityholders of any
series any request, demand, authorization, direction, notice, consent, waiver or
other action, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action may be
given before or after the record date, but only the Securityholders of record at
the close of business on the record date shall be deemed to be Securityholders
for the purposes of determining whether Securityholders of the requisite
proportion of Outstanding Securities of that series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other action, and for that purpose the Outstanding Securities of that
series shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record
date.


      
        
           


        

        
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      SECTION
8.02   PROOF OF EXECUTION BY SECURITYHOLDERS.

       

      Subject
to the provisions of Section 7.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:

       

      (a)       
The fact and date of the execution by any such Person of any instrument may be
proved in any reasonable manner acceptable to the Trustee.

       

      (b)       
The ownership of Securities shall be proved by the Security Register of such
Securities or by a certificate of the Security Registrar thereof.

       

      (c)       
The Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary.

       

      SECTION
8.03   WHO MAY BE DEEMED OWNERS.

       

      Prior to
the due presentment for registration of transfer of any Security, the Company,
the Trustee, any paying agent and any Security Registrar may deem and treat the
Person in whose name such Security shall be registered upon the books of the
Company as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal of (and premium, if any) and (subject
to Section 2.03) interest on such Security and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

       

      SECTION
8.04   CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.

       

      In
determining whether the Holders of the requisite aggregate principal amount of
Securities of a particular series have concurred in any direction, consent or
waiver under this Indenture, the Securities of that series that are owned by the
Company or any other obligor on the Securities of that series or by any Person
directly or indirectly controlling or controlled by or under common control with
the Company or any other obligor on the Securities of that series shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities of such series that a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded.  The Securities so owned
that have been pledged in good faith may be regarded as Outstanding for the
purposes of this Section, if the pledgee shall establish to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
such other obligor.  In case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.


      
        
           


        

        
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      SECTION
8.05   ACTIONS BINDING ON FUTURE SECURITYHOLDERS.

       

      At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action, any Holder of
a Security of that series that is shown by the evidence to be included in the
Securities the Holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such
Security.  Except as aforesaid any such action taken by the Holder of
any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security, and of any Security issued in
exchange therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Security.  Any action taken by the Holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the
Securities of that series.

       

      ARTICLE
IX

      SUPPLEMENTAL
INDENTURES

       

      SECTION
9.01   SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
SECURITYHOLDERS.

       

      In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

       

      (1)            
to cure any ambiguity, defect, or inconsistency herein, in the Securities of any
series;

       

      (2)            
to comply with Article X;

       

      (3)            
to provide for uncertificated Securities in addition to or in place of
certificated Securities;

       

      (4)            
to add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series) or to surrender any right
or power herein conferred upon the Company or to add any additional Events of
Default for the benefit of the Holders of all or any series of Securities (and
if such additional Events of Default are to be for the benefit of less than all
series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such
series);


      
        
           


        

        
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      (5)            
to add to, delete from, or revise the conditions, limitations, and restrictions
on the authorized amount, terms, or purposes of issue, authentication, and
delivery of Securities (prior to the issuance thereof), as herein set
forth;

       

      (6)            
to make any change that does not adversely affect the rights of any
Securityholder in any material respect;

       

      (7)            
to provide for the issuance of and establish the form and terms and conditions
of the Securities of any series as provided in Section 2.01, to establish the
form of any certifications required to be furnished pursuant to the terms of
this Indenture or any series of Securities, or to add to the rights of the
Holders of any series of Securities; or

       

      (8)            
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, pursuant to the requirements of Section 7.12.

       

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

       

      Any
supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the Holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.

       

      SECTION
9.02   SUPPLEMENTAL INDENTURES WITH CONSENT OF
SECURITYHOLDERS.

       

      With the
consent (evidenced as provided in Section 8.01) of the Holders of not less than
a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding,
the Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then
in effect) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 9.01 the rights
of the Holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holders of each Security then Outstanding and affected thereby:

       

      (1)           
change the maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the maturity thereof pursuant to Section 6.01 or change the coin or currency in
which any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
maturity thereof (or, in the case of redemption, on or after the redemption
date), or


      
        
           


        

        
          39

          
            

          

        

        
           


        

      

      
         

      

      (2)            
reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver of certain
defaults hereunder and their consequences provided for in this Indenture,
or

       

      (3)            
modify any of the provisions of this Section or Section 6.06 relating to waivers
of default, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 7.12 and 9.01(8).

       

      A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.  It shall
not be necessary for the consent of the Securityholders of any series affected
thereby under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

       

      SECTION
9.03   EFFECT OF SUPPLEMENTAL INDENTURES.

       

      Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article or of Section 10.01, this Indenture shall, with respect to such series,
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

       

      SECTION
9.04   SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.

       

      Securities
of any series, affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article or of Section 10.01, may bear a notation in form approved by the
Company, provided such form meets the requirements of any exchange upon which
such series may be listed, as to any matter provided for in such supplemental
indenture.  If the Company shall so determine, new Securities of that
series so modified as to conform, in the opinion of the Board of Directors of
the Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of that series then
Outstanding.


      
        
           


        

        
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      SECTION
9.05   EXECUTION OF SUPPLEMENTAL INDENTURES.

       

      Upon the
request of the Company, accompanied by its Board Resolutions authorizing the
execution of any supplemental indenture, and upon the filing with the Trustee of
evidence of any requisite consents of Securityholders required to consent
thereto as aforesaid, 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 or otherwise, in
which case the Trustee may in its discretion but shall not be obligated to enter
into such supplemental indenture. The Trustee, subject to the provisions of
Section 7.01, shall be entitled to receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in the
execution thereof.

       

      Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Company shall transmit by mail,
first class postage prepaid, a notice, setting forth in general terms the
substance of such supplemental indenture, to the Securityholders of all series
affected thereby as their names and addresses appear upon the Security
Register.  Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

       

      ARTICLE
X

      SUCCESSOR
ENTITY

       

      SECTION
10.01   COMPANY MAY CONSOLIDATE, ETC.

       

      Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of the Company with or into any other Person (whether or
not affiliated with the Company) or successive consolidations or mergers in
which the Company or its successor or successors shall be a party or parties, or
shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other Person (whether or not affiliated
with the Company or its successor or successors) authorized to acquire and
operate the same; provided, however, the Company hereby covenants and agrees
that, upon any such consolidation or merger (in each case, if the Company is not
the survivor of such transaction), sale, conveyance, transfer or other
disposition, the due and punctual payment of the principal of (and premium, if
any) and interest on all of the Securities of all series in accordance with the
terms of each series, according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
or established with respect to each series of Securities pursuant to Section
2.01 to be kept or performed by the Company shall be expressly assumed, by
supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect) satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such consolidation, or into
which the Company shall have been merged, or by the entity which shall have
acquired such property.

      

        
          
             


          

          
            41

            
              

            

          

          
             


          

        

      

       

      SECTION
10.02   SUCCESSOR ENTITY SUBSTITUTED.

       

      (a)       
In case of any such consolidation, merger, sale, conveyance, transfer or other
disposition and upon the assumption by any successor entity by supplemental
indenture, executed and delivered to the Trustee of the due and punctual payment
of the principal of (and premium, if any) and interest on all of the Securities
of all series Outstanding and the due and punctual performance of all of the
covenants and conditions of this Indenture or established with respect to each
series of the Securities pursuant to Section 2.01 to be performed by the
Company, such successor entity shall succeed to and be substituted for the
Company with the same effect as if it had been named as the Company herein, and
thereupon the predecessor corporation, except in the case of a lease, shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

       

      (b)       
In case of any such consolidation, merger, sale, conveyance, transfer or other
disposition such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be
appropriate.

       

      (c)       
Nothing contained in this Article shall require any action by the Company in the
case of a consolidation or merger of any Person into the Company where the
Company is the survivor of such transaction, or the acquisition by the Company,
by purchase or otherwise, of all or any part of the property of any other Person
(whether or not affiliated with the Company).

       

      SECTION
10.03   EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

       

      The
Trustee, subject to the provisions of Section 7.01, shall be entitled to receive
an Opinion of Counsel and an Officers’ Certificate as conclusive evidence that
any such consolidation, merger, sale, conveyance, transfer or other disposition,
and any such assumption, comply with the provisions of this
Article.

       

      ARTICLE
XI

      SATISFACTION
AND DISCHARGE; DEFEASANCE

       

      SECTION
11.01   SATISFACTION AND DISCHARGE.

       

      This
Indenture will be discharged and will cease to be of further effect with respect
to a series of Securities (except as to any surviving rights of registration of
transfer or exchange of such series of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to such series, when:

       

      (1)            
either (A) all Securities of that series theretofore authenticated and delivered
(other than (i) any Securities that shall have been destroyed, lost or stolen
and that shall have been replaced or paid as provided in Section 2.07 and (ii)
Securities for whose payment money or noncallable Governmental Obligations have
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 11.05) have been delivered to the Trustee for cancellation;
or (B) all Securities of such series not theretofore delivered to the Trustee
for cancellation (i) have become due and payable, or (ii) will by their terms
become due and payable within one year, or (iii) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption, and the Company shall deposit or cause to be deposited
with the Trustee as trust funds in trust for the purpose (x) moneys in an
amount, or (y) noncallable Governmental Obligations the scheduled principal of
and interest on which in accordance with their terms will provide, not later
than the due date of any payment, money in an amount, or (z) a combination
thereof, sufficient, in the case of (y) or (z), 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, at
maturity or upon redemption, all Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be;

    

    
      
        
          
             


          

          
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      (2)            
the Company has paid or caused to be paid all other sums payable hereunder with
respect to such series by the Company; and

       

      (3)            
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all the conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture with respect to
such series of Securities have been complied with. Notwithstanding the
satisfaction and discharge of this Indenture with respect to a series of
Securities, the obligations of the Trustee under Section 7.07 and, if money
shall have been deposited with the Trustee pursuant to subclause (y) of clause
(1) of this Section, the obligations of the Trustee under Sections 11.03 and
11.05 shall survive.

       

      SECTION
11.02   DEFEASANCE.

       

      The
Company may, at its option and at any time (including notwithstanding the
exercise by the Company of a Covenant Defeasance (as defined herein)), elect to
have its obligations discharged with respect to a series of the Securities
(“Legal Defeasance”).  Such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by such series of Securities, except for (a) the rights of Holders to receive
payments in respect of the principal of (and premium, if any) and interest on
the Securities when such payments are due solely from the trust fund described
in this Section, (b) the Company’s obligations with respect to such series of
Securities concerning issuing temporary Securities, registration of transfer or
exchange of such series of Securities, mutilated, destroyed, lost or stolen
Securities of such series and the maintenance of an office or agency for
payments, (c) the rights, powers, trust, duties and immunities of the Trustee
and the Company’s obligations in connection therewith and (d) the Legal
Defeasance provisions of this Indenture.  In addition, the Company
may, at its option and at any time, elect to have the obligations of the Company
released with respect to covenants provided with respect to such series of
Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture
(“Covenant Defeasance”) and thereafter any omission to comply with such
obligations shall not constitute a Default or Event of Default with respect to
such series of Securities.  In the event of Covenant Defeasance, those
events described under Section 6.01(a) with respect to the foregoing covenants
will no longer constitute an Event of Default with respect to such series of
Securities.


      
        
           


        

        
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      In order
to exercise either Legal Defeasance or Covenant Defeasance:

       

      (1)            
the Company must irrevocably deposit with the Trustee, in trust, for the benefit
of the Holders of such series, (A) moneys in an amount, or (B) noncallable
Governmental Obligations the scheduled principal of and interest on which 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
case of (B) or (C), 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, at maturity or upon redemption,
the principal of (and premium, if any) and interest on such series of Securities
on the stated date for payment thereof or on the applicable redemption date, as
the case may be;

       

      (2)            
in the case of Legal Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel confirming that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since
the date of this Indenture, there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of such series of Securities
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal 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 Legal Defeasance had not occurred;

       

      (3)            
in the case of Covenant Defeasance, the Company shall have delivered to the
Trustee an Opinion of Counsel confirming that the Holders of such series of
Securities 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;

       

      (4)            
no Default or Event of Default shall have occurred and be continuing on the date
of such deposit or insofar as Events of Default under clauses (4) and (5) of
Section 6.01(a) with respect to the Securities of such series are concerned, at
any time in the period ending on the 91st day after the date of
deposit;

       

      (5)            
the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance, as the case may be,
have been complied with; and

       

      (6)            
if such series of Securities are to be redeemed prior to final maturity (other
than from mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.


      
        
           


        

        
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        SECTION
11.03   DEPOSITED MONEYS TO BE HELD IN TRUST.

      

       

      All
moneys or Governmental Obligations deposited with the Trustee pursuant to
Sections 11.01 or 11.02 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the Holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee.

       

      SECTION
11.04   PAYMENT OF MONEYS HELD BY PAYING AGENTS.

       

      In
connection with the satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any paying agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.

       

      SECTION
11.05   REPAYMENT TO COMPANY.

       

      Any
moneys or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of (or
premium, if any) or interest on the Securities of a particular series that are
not applied but remain unclaimed by the Holders of such Securities for at least
two years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due and payable,
shall be repaid to the Company on May 31 of each year or (if then held by the
Company) shall be discharged from such trust; and thereupon the paying agent and
the Trustee shall be released from all further liability with respect to such
moneys or Governmental Obligations, and the Holder of any of the Securities
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.

       

      ARTICLE
XII

      IMMUNITY
OF INCORPORATORS,

      STOCKHOLDERS,
OFFICERS AND DIRECTORS

       

      SECTION
12.01   NO RECOURSE.

       

      No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.

      


      
        
          
             


          

          
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      ARTICLE
XIII

      MISCELLANEOUS
PROVISIONS

       

      SECTION
13.01   EFFECT ON SUCCESSORS AND ASSIGNS.

       

      All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

       

      SECTION
13.02   ACTIONS BY SUCCESSOR.

       

      Any act
or proceeding by any provision of this Indenture authorized or required to be
done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the corresponding board,
committee or officer of any corporation that shall at the time be the lawful
successor of the Company.

       

      SECTION
13.03   SURRENDER OF COMPANY POWERS.

       

      The
Company by instrument in writing executed by authority of its Board of Directors
and delivered to the Trustee may surrender any of the powers reserved to the
Company, and thereupon such power so surrendered shall terminate both as to the
Company and as to any successor corporation.

       

      SECTION
13.04   NOTICES.

       

      Except as
otherwise expressly provided herein, any notice or demand that by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or by the Holders of Securities to or on the Company may be given or served by
being deposited first class postage prepaid in a post-office letterbox addressed
(until another address is filed in writing by the Company with the Trustee), as
follows:  19204 North Creek Parkway, Suite 100, Bothell, WA
98011.  Any notice, election, request or demand by the Company or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office of the Trustee.

       

      SECTION
13.05   GOVERNING LAW; WAIVER OF TRIAL BY JURY.

       

      This
Indenture and each Security shall be deemed to be a contract made under the
internal laws of the State of Delaware, and for all purposes shall be construed
in accordance with the laws of said State.

      


      
        
          
             


          

          
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EACH
PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RELATING TO THE TRUSTEE DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE

       

      SECTION
13.06   TREATMENT OF SECURITIES AS DEBT.

       

      It is
intended that the Securities will be treated as indebtedness and not as equity
for federal income tax purposes.  The provisions of this Indenture
shall be interpreted to further this intention.

       

      SECTION
13.07   COMPLIANCE CERTIFICATES AND OPINIONS.

       

      (a)   
    Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

       

      (b)  
     Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant in this Indenture shall include

       

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

       

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

       

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

       

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

       

      SECTION
13.08   PAYMENTS ON BUSINESS DAYS.

       

      Except as
provided pursuant to Section 2.01, by or pursuant to a Board Resolution, and as
set forth in an Officers’ Certificate or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal (and premium,
if any) may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.

    

    
      
        
          
             


          

          
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        SECTION
13.09   CONFLICT WITH TRUST INDENTURE ACT.

      

       

      If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.  If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
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.

       

      SECTION
13.10   COUNTERPARTS.

       

      This
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.

       

      SECTION
13.11   SEPARABILITY.

       

      In case
any one or more of the provisions contained in this Indenture or in the
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or
therein.

       

      SECTION
13.12   ASSIGNMENT.

       

      The
Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly-owned Subsidiary
of the Company, provided that, in the event of any such assignment, the Company,
will remain liable for all such obligations.  Subject to the
foregoing, the Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns.  This
Indenture may not otherwise be assigned by the parties thereto.

       

      
        
          
             


          

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

       

      
        
          	 	SCOLR PHARMA,
    INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

        
          	 	
                  [__________________],
      as Trustee

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

       

      49