Unassociated Document


    
      

    

    Exhibit 4.1

     

    OCCULOGIX,
INC.

     

    TO

     

    ___________________________

     

    AS
TRUSTEE

     

    INDENTURE

     

    DATED
AS OF ______________, 20___

     

    SENIOR
DEBT SECURITIES


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        TABLE
OF CONTENTS

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 
      	
                                    Page

                                  
	 	 
      	 
      
	ARTICLE
      1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	
                                    1

                                  
	 	
                                    Section 1.1

                                  	 	
                                    Definitions.

                                  	
                                    1

                                  
	 	
                                    Section 1.2

                                  	 	
                                    Compliance
      Certificates and Opinions.

                                  	
                                    7

                                  
	 	
                                    Section 1.3

                                  	 	
                                    Form
      of Documents Delivered to Trustee.

                                  	
                                    8

                                  
	 	
                                    Section 1.4

                                  	 	
                                    Acts
      of Holders; Record Dates.

                                  	
                                    8

                                  
	 	
                                    Section 1.5

                                  	 	
                                    Notices,
      etc., to Trustee and Company.

                                  	
                                    10

                                  
	 	
                                    Section 1.6

                                  	 	
                                    Notice
      to Holders; Waiver.

                                  	
                                    11

                                  
	 	
                                    Section 1.7

                                  	 	
                                    Conflict
      with Trust Indenture Act.

                                  	
                                    11

                                  
	 	
                                    Section 1.8

                                  	 	
                                    Effect
      of Headings and Table of Contents.

                                  	
                                    11

                                  
	 	
                                    Section 1.9

                                  	 	
                                    Successors
      and Assigns.

                                  	
                                    11

                                  
	 	
                                    Section 1.10

                                  	 	
                                    Separability
      Clause.

                                  	
                                    11

                                  
	 	
                                    Section 1.11

                                  	 	
                                    Benefits
      of Indenture.

                                  	
                                    11

                                  
	 	
                                    Section 1.12

                                  	 	
                                    Governing
      Law.

                                  	
                                    12

                                  
	 	
                                    Section 1.13

                                  	 	
                                    Legal
      Holidays.

                                  	
                                    12

                                  
	 	
                                    Section 1.14

                                  	 	
                                    Indenture
      and Securities Solely Corporate Obligations.

                                  	
                                    12

                                  
	 	
                                    Section 1.15

                                  	 	
                                    Indenture
      May be Executed in Counterparts.

                                  	
                                    12

                                  
	ARTICLE
      2 SECURITY FORMS	
                                    12

                                  
	 	
                                    Section 2.1

                                  	 	
                                    Forms
      Generally.

                                  	
                                    12

                                  
	 	
                                    Section 2.2

                                  	 	
                                    Form
      of Face of Security.

                                  	
                                    13

                                  
	 	
                                    Section 2.3

                                  	 	
                                    Form
      of Reverse of Security.

                                  	
                                    14

                                  
	 	
                                    Section 2.4

                                  	 	
                                    Form
      of Legend for Global Securities.

                                  	
                                    17

                                  
	 	
                                    Section 2.5

                                  	 	
                                    Form
      of Trustee’s Certificate of Authentication.

                                  	
                                    18

                                  
	 	
                                    Section 2.6

                                  	 	
                                    Form
      of Conversion Notice.

                                  	
                                    18

                                  
	ARTICLE
      3 THE SECURITIES	
                                    19

                                  
	 	
                                    Section 3.1

                                  	 	
                                    Amount
      Unlimited; Issuable in Series.

                                  	
                                    19

                                  
	 	
                                    Section 3.2

                                  	 	
                                    Denominations.

                                  	
                                    22

                                  
	 	
                                    Section 3.3

                                  	 	
                                    Execution,
      Authentication, Delivery and Dating.

                                  	
                                    22

                                  
	 	
                                    Section 3.4

                                  	 	
                                    Temporary
      Securities.

                                  	
                                    23

                                  
	 	
                                    Section 3.5

                                  	 	
                                    Registration;
      Registration of Transfer and Exchange.

                                  	
                                    24

                                  
	 	
                                    Section 3.6

                                  	 	
                                    Mutilated,
      Destroyed, Lost and Stolen Securities.

                                  	
                                    25

                                  
	 	
                                    Section 3.7

                                  	 	
                                    Payment
      of Interest; Interest Rights Preserved.

                                  	
                                    26

                                  
	 	
                                    Section 3.8

                                  	 	
                                    Persons
      Deemed Owners.

                                  	
                                    27

                                  
	 	
                                    Section 3.9

                                  	 	
                                    Cancellation.

                                  	
                                    27

                                  
	 	
                                    Section 3.10

                                  	 	
                                    Computation
      of Interest.

                                  	
                                    27

                                  
	ARTICLE
      4 SATISFACTION AND DISCHARGE	
                                    27

                                  
	 	
                                    Section 4.1

                                  	 	
                                    Satisfaction
      and Discharge of Indenture.

                                  	
                                    27

                                  
	 	
                                    Section 4.2

                                  	 	
                                    Application
      of Trust Money.

                                  	
                                    28

                                  
	ARTICLE
      5 REMEDIES	
                                    28

                                  
	 	
                                    Section 5.1

                                  	 	
                                    Events
      of Default.

                                  	
                                    28

                                  
	 	
                                    Section 5.2

                                  	 	
                                    Acceleration
      of Maturity; Rescission and Annulment.

                                  	
                                    30

                                  
	 	
                                    Section 5.3

                                  	 	
                                    Collection
      of Indebtedness and Suits for Enforcement by Trustee.

                                  	
                                    31

                                  
	 	
                                    Section 5.4

                                  	 	
                                    Trustee
      May File Proofs of Claim.

                                  	
                                    31

                                  
	 	
                                    Section 5.5

                                  	 	
                                    Trustee
      May Enforce Claims Without Possession of Securities.

                                  	
                                    31

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

        

          
            
               


            

            
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        TABLE
OF CONTENTS

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 
      	 	 
      	
                                    Page

                                  
	 	 
      	 	 
      	 
      
	 	
                                    Section 5.6

                                  	 	
                                    Application
      of Money Collected.

                                  	
                                    32

                                  
	 	
                                    Section 5.7

                                  	 	
                                    Limitation
      on Suits.

                                  	
                                    32

                                  
	 	
                                    Section 5.8

                                  	 	
                                    Unconditional
      Right of Holders to Receive Principal, Premium and Interest and to
      Convert.

                                  	
                                    33

                                  
	 	
                                    Section 5.9

                                  	 	
                                    Restoration
      of Rights and Remedies.

                                  	
                                    33

                                  
	 	
                                    Section 5.10

                                  	 	
                                    Rights
      and Remedies Cumulative.

                                  	
                                    33

                                  
	 	
                                    Section 5.11

                                  	 	
                                    Delay
      or Omission Not Waiver.

                                  	
                                    33

                                  
	 	
                                    Section 5.12

                                  	 	
                                    Control
      by Holders.

                                  	
                                    33

                                  
	 	
                                    Section 5.13

                                  	 	
                                    Waiver
      of Past Defaults.

                                  	
                                    34

                                  
	 	
                                    Section 5.14

                                  	 	
                                    Undertaking
      for Costs.

                                  	
                                    34

                                  
	 	
                                    Section 5.15

                                  	 	
                                    Waiver
      of Usury, Stay or Extension Laws.

                                  	
                                    34

                                  
	ARTICLE 6
      THE TRUSTEE	
                                    35

                                  
	 	
                                    Section 6.1

                                  	 	
                                    Certain
      Duties and Responsibilities.

                                  	
                                    35

                                  
	 	
                                    Section 6.2

                                  	 	
                                    Notice
      of Defaults.

                                  	
                                    35

                                  
	 	
                                    Section 6.3

                                  	 	
                                    Certain
      Rights of Trustee.

                                  	
                                    35

                                  
	 	
                                    Section 6.4

                                  	 	
                                    Not
      Responsible for Recitals or Issuance of Securities.

                                  	
                                    36

                                  
	 	
                                    Section 6.5

                                  	 	
                                    May Hold
      Securities and Act as Trustee under Other Indentures.

                                  	
                                    36

                                  
	 	
                                    Section 6.6

                                  	 	
                                    Money
      Held in Trust.

                                  	
                                    37

                                  
	 	
                                    Section 6.7

                                  	 	
                                    Compensation
      and Reimbursement.

                                  	
                                    37

                                  
	 	
                                    Section 6.8

                                  	 	
                                    Conflicting
      Interests.

                                  	
                                    37

                                  
	 	
                                    Section 6.9

                                  	 	
                                    Corporate
      Trustee Required; Eligibility.

                                  	
                                    37

                                  
	 	
                                    Section 6.10

                                  	 	
                                    Resignation
      and Removal; Appointment of Successor.

                                  	
                                    38

                                  
	 	
                                    Section 6.11

                                  	 	
                                    Acceptance
      of Appointment by Successor.

                                  	
                                    39

                                  
	 	
                                    Section 6.12

                                  	 	
                                    Merger,
      Conversion, Consolidation or Succession to Business.

                                  	
                                    40

                                  
	 	
                                    Section 6.13

                                  	 	
                                    Preferential
      Collection of Claims Against Company.

                                  	
                                    40

                                  
	 	
                                    Section 6.14

                                  	 	
                                    Appointment
      of Authenticating Agent.

                                  	
                                    40

                                  
	ARTICLE 7
      HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	
                                    42

                                  
	 	
                                    Section 7.1

                                  	 	
                                    Company
      to Furnish Trustee Names and Addresses of Holders.

                                  	
                                    42

                                  
	 	
                                    Section 7.2

                                  	 	
                                    Preservation
      of Information; Communications to Holders.

                                  	
                                    42

                                  
	 	
                                    Section 7.3

                                  	 	
                                    Reports
      by Trustee.

                                  	
                                    42

                                  
	 	
                                    Section 7.4

                                  	 	
                                    Reports
      by Company.

                                  	
                                    43

                                  
	ARTICLE 8
      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	
                                    43

                                  
	 	
                                    Section 8.1

                                  	 	
                                    Company
      May Consolidate, etc., Only on Certain Terms.

                                  	
                                    43

                                  
	 	
                                    Section 8.2

                                  	 	
                                    Successor
      Substituted.

                                  	
                                    44

                                  
	ARTICLE 9
      SUPPLEMENTAL INDENTURES	
                                    44

                                  
	 	
                                    Section 9.1

                                  	 	
                                    Supplemental
      Indentures Without Consent of Holders.

                                  	
                                    44

                                  
	 	
                                    Section 9.2

                                  	 	
                                    Supplemental
      Indentures with Consent of Holders.

                                  	
                                    45

                                  
	 	
                                    Section 9.3

                                  	 	
                                    Execution
      of Supplemental Indentures.

                                  	
                                    46

                                  
	 	
                                    Section 9.4

                                  	 	
                                    Effect
      of Supplemental Indentures.

                                  	
                                    46

                                  
	 	
                                    Section 9.5

                                  	 	
                                    Conformity
      with Trust Indenture Act.

                                  	
                                    46

                                  
	 	
                                    Section 9.6

                                  	 	
                                    Reference
      in Securities to Supplemental Indentures.

                                  	
                                    46

                                  
	ARTICLE 10
      COVENANTS	
                                    47

                                  
	 	
                                    Section 10.1

                                  	 	
                                    Payment
      of Principal, Premium and Interest.

                                  	
                                    47

                                  
	 	
                                    Section 10.2

                                  	 	
                                    Maintenance
      of Office or Agency.

                                  	
                                    47

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

        

          
            
               


            

            
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        TABLE
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                                  Page

                                
	 	 
      	 	 
      	 
      
	 	
                                  Section 10.3

                                	 	
                                  Money
      for Securities Payments to be Held in Trust.

                                	
                                  47

                                
	 	
                                  Section 10.4

                                	 	
                                  Statement
      by Officers as to Default.

                                	
                                  48

                                
	 	
                                  Section 10.5

                                	 	
                                  Existence.

                                	
                                  48

                                
	 	
                                  Section 10.6

                                	 	
                                  Waiver
      of Certain Covenants.

                                	
                                  48

                                
	ARTICLE 11
      REDEMPTION OF SECURITIES	
                                  49

                                
	 	
                                  Section 11.1

                                	 	
                                  Applicability
      of Article.

                                	
                                  49

                                
	 	
                                  Section 11.2

                                	 	
                                  Election
      to Redeem; Notice to Trustee.

                                	
                                  49

                                
	 	
                                  Section 11.3

                                	 	
                                  Selection
      by Trustee of Securities to Be Redeemed.

                                	
                                  49

                                
	 	
                                  Section 11.4

                                	 	
                                  Notice
      of Redemption.

                                	
                                  50

                                
	 	
                                  Section 11.5

                                	 	
                                  Deposit
      of Redemption Price.

                                	
                                  51

                                
	 	
                                  Section 11.6

                                	 	
                                  Securities
      Payable on Redemption Date.

                                	
                                  51

                                
	 	
                                  Section 11.7

                                	 	
                                  Securities
      Redeemed in Part.

                                	
                                  51

                                
	ARTICLE 12
      SINKING FUNDS	
                                  52

                                
	 	
                                  Section 12.1

                                	 	
                                  Applicability
      of Article.

                                	
                                  52

                                
	 	
                                  Section 12.2

                                	 	
                                  Satisfaction
      of Sinking Fund Payments with Securities.

                                	
                                  52

                                
	 	
                                  Section 12.3

                                	 	
                                  Redemption
      of Securities for Sinking Fund.

                                	
                                  52

                                
	ARTICLE 13
      DEFEASANCE AND COVENANT DEFEASANCE	
                                  53

                                
	 	
                                  Section 13.1

                                	 	
                                  Company’s
      Option to Effect Defeasance or Covenant Defeasance.

                                	
                                  53

                                
	 	
                                  Section 13.2

                                	 	
                                  Defeasance
      and Discharge.

                                	
                                  53

                                
	 	
                                  Section 13.3

                                	 	
                                  Covenant
      Defeasance.

                                	
                                  53

                                
	 	
                                  Section 13.4

                                	 	
                                  Conditions
      to Defeasance or Covenant Defeasance.

                                	
                                  54

                                
	 	
                                  Section 13.5

                                	 	
                                  Deposited
      Money, U.S. Government Obligations and Foreign Government Obligations to
      be Held in Trust; Miscellaneous Provisions.

                                	
                                  56

                                
	 	
                                  Section 13.6

                                	 	
                                  Reinstatement.

                                	
                                  56

                                
	ARTICLE 14
      CONVERSION OF SECURITIES	
                                  57

                                
	 	
                                  Section 14.1

                                	 	
                                  Applicability
      of Article.

                                	
                                  57

                                
	 	
                                  Section 14.2

                                	 	
                                  Exercise
      of Conversion Privilege.

                                	
                                  57

                                
	 	
                                  Section 14.3

                                	 	
                                  No
      Fractional Shares.

                                	
                                  58

                                
	 	
                                  Section 14.4

                                	 	
                                  Adjustment
      of Conversion Price or Conversion Rate.

                                	
                                  58

                                
	 	
                                  Section 14.5

                                	 	
                                  Notice
      of Certain Corporate Actions.

                                	
                                  58

                                
	 	
                                  Section 14.6

                                	 	
                                  Reservation
      of Shares of Common Stock.

                                	
                                  59

                                
	 	
                                  Section 14.7

                                	 	
                                  Payment
      of Certain Taxes upon Conversion.

                                	
                                  59

                                
	 	
                                  Section 14.8

                                	 	
                                  Nonassessability.

                                	
                                  60

                                
	 	
                                  Section 14.9

                                	 	
                                  Provision
      in Case of Consolidation, Merger or Sale of Assets.

                                	
                                  60

                                
	 	
                                  Section 14.10

                                	 	
                                  Duties
      of Trustee Regarding Conversion.

                                	
                                  61

                                
	 	
                                  Section 14.11

                                	 	
                                  Repayment
      of Certain Funds upon Conversion.

                                	
                                  61

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           

        

        
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        TABLE
OF CONTENTS

        


        
          
            
              
                
                

                Page

              

            

          

        

      

       

    

    Certain
Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:

    


    
      
        
          	
                  Section 310

                	 	
                  (a)(1)

                	
                  6.9

                
	 
      	 	
                  (a)(2)

                	
                  6.9

                
	 
      	 	
                  (a)(3)

                	
                  Not
      Applicable

                
	 
      	 	
                  (a)(4)

                	
                  Not
      Applicable

                
	 
      	 	
                  (b)

                	
                  6.8,
      6.10

                
	
                  Section 311

                	 	
                  (a)

                	
                  6.13

                
	 
      	 	
                  (b)

                	
                  6.13

                
	
                  Section 312

                	 	
                  (a)

                	
                  7.1,
      7.2

                
	 
      	 	
                  (b)

                	
                  7.2

                
	 
      	 	
                  (c)

                	
                  7.2

                
	
                  Section 313

                	 	
                  (a)

                	
                  7.3

                
	 
      	 	
                  (b)

                	
                  7.3

                
	 
      	 	
                  (c)

                	
                  7.3

                
	 
      	 	
                  (d)

                	
                  7.3

                
	
                  Section 314

                	 	
                  (a)

                	
                  7.4

                
	 
      	 	
                  (a)(4)

                	
                  1.1,
      10.4

                
	 
      	 	
                  (b)

                	
                  Not
      Applicable

                
	 
      	 	
                  (c)(1)

                	
                  1.2

                
	 
      	 	
                  (c)(2)

                	
                  1.2

                
	 
      	 	
                  (c)(3)

                	
                  Not
      Applicable

                
	 
      	 	
                  (d)

                	
                  Not
      Applicable

                
	 
      	 	
                  (e)

                	
                  1.2

                
	
                  Section 315

                	 	
                  (a)

                	
                  6.1

                
	 
      	 	
                  (b)

                	
                  6.2

                
	 
      	 	
                  (c)

                	
                  6.1

                
	 
      	 	
                  (d)

                	
                  6.1

                
	 
      	 	
                  (e)

                	
                  5.14

                
	
                  Section 316

                	 	
                  (a)

                	
                  1.1

                
	 
      	 	
                  (a)(1)(A)

                	
                  5.2,
      5.12

                
	 
      	 	
                  (a)(1)(B

                	
                  5.13

                
	 
      	 	
                  (a)(2)

                	
                  Not
      Applicable

                
	 
      	 	
                  (b)

                	
                  5.8

                
	 
      	 	
                  (c)

                	
                  1.4

                
	
                  Section 317

                	 	
                  (a)(1)

                	
                  5.3

                
	 
      	 	
                  (a)(2)

                	
                  5.4

                
	 
      	 	
                  (b)

                	
                  10.3

                
	
                  Section 318

                	 	
                  (a)

                	
                  1.7

                


        

      

    

    


     

    NOTE:   This
reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.


    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    

     

    INDENTURE,
dated as of _____________ , 20___, between OccuLogix, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the “Company”), having its principal executive office at 12707 High Bluff Drive,
Suite 200, San Diego, California 92130, and _________, as Trustee (herein called
the “Trustee”).

     

    RECITALS
OF THE COMPANY

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the “Securities”), to be issued
in one or more series as provided in this Indenture.

     

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

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE
1

     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    Section 1.1            Definitions.

     

    For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

     

    
      	
               
      

            	
              (1)

            	
              the
      terms defined in this Article have the meanings assigned to them in this
      Article and include the plural as well as the
  singular;

            


    

     

    
      	
               
      

            	
              (2)

            	
              all
      other terms used herein which are defined in the Trust Indenture Act,
      either directly or by reference therein, have the meanings assigned to
      them therein;

            


    

     

    
      	
               
      

            	
              (3)

            	
              all
      accounting terms not otherwise defined herein have the meanings assigned
      to them in accordance with generally accepted accounting principles in the
      United States of America, and, except as otherwise herein expressly
      provided, the term “generally accepted accounting principles” with respect
      to any computation required or permitted hereunder shall mean such
      accounting principles in the United States of America as are generally
      accepted at the date of such
computation;

            


    

     

    
      	
               
      

            	
              (4)

            	
              all
      references to “$” refer to the lawful currency of the United States of
      America;

            


    

     

    
      	
               
      

            	
              (5)

            	
              unless
      the context otherwise requires, any reference to an “Article” or a
      “Section” refers to an Article or a Section, as the case may be, of this
      Indenture; and

            


    

     

    
      	
               
      

            	
              (6)

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Act,”
when used with respect to any Holder, has the meaning specified in
Section 1.4.

     

    “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.

     

    “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.14
to act on behalf of the Trustee to authenticate Securities of one or more
series.

     

    “Board of
Directors” means either the board of directors of the Company or any duly
authorized committee of that board empowered to act for it with respect to this
Indenture.

     

    “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,
and delivered to the Trustee.

     

    “Business
Day,” when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to close.

     

    “Commission”
means the Securities and Exchange Commission, from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

     

    “Common
Stock” includes any stock of any class of the Company which has no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which is
not subject to redemption by the Company; provided, however, subject to the
provisions of Section 14.9, shares issuable upon conversion of Securities
shall include only shares of the class designated as Common Stock of the Company
at the date of this Indenture or shares of any class or classes resulting from
any reclassification or reclassifications thereof and which have no preference
in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided, further, that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

     

    “Company”
means the corporation named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.

     

    “Company
Request” or “Company Order” means a written request or order signed in the name
of the Company by its Chairman of the Board, its Vice Chairman of the Board, its
Chief Executive Officer, its President or a Vice President, and by its principal
financial officer, its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

     

    “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    “Corporate
Trust Office” means the corporate trust office of the Trustee
at      , Attention: Corporate Trust Department,
or such other office, designated by the Trustee by written notice to the
Company, at which at any particular time its corporate trust business shall be
administered.

     

    “corporation”
means a corporation, association, company, joint-stock company or business
trust.

     

    “Covenant
Defeasance” has the meaning specified in Section 13.3.

     

    “Defaulted
Interest” has the meaning specified in Section 3.7.

     

    “Defeasance”
has the meaning specified in Section 13.2.

     

    “Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.1.

     

    “euro” or
“euros” means the currency adopted by those nations participating in the third
stage of the economic and monetary union provisions of the Treaty on European
Union, signed at Maastricht on February 7, 1992.

     

    “European
Economic Area” means the member nations of the European Economic Area pursuant
to the Oporto Agreement on the European Economic Area dated May 2, 1992, as
amended.

     

    “European
Union” means the member nations of the European Union established by the Treaty
of European Union, signed at Maastricht on February 2, 1992, which amended
the Treaty of Rome establishing the European Community.

     

    “Event of
Default” has the meaning specified in Section 5.1.

     

    “Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.

     

    “Expiration
Date” has the meaning specified in Section 1.4.

     

    “Foreign
Government Obligation” means with respect to Securities of any series which are
not denominated in the currency of the United States of America (x) any
security which is (i) a direct obligation of the government which issued or
caused to be issued the currency in which such security is denominated and for
the payment of which obligations its full faith and credit is pledged, or, with
respect to Securities of any series which are denominated in euros, a direct
obligation of any member nation of the European Union for the payment of which
obligation the full faith and credit of the respective nation is pledged so long
as such nation has a credit rating at least equal to that of the highest rated
member nation of the European Economic Area, or (ii) an obligation of a
Person controlled or supervised by or acting as an agency or instrumentality of
a government specified in clause (i) above the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the such
government, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any Foreign Government Obligation which is
specified in clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any Foreign Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the Foreign Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.


    
      
         


      

      
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    “Global
Security” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 2.4 (or such legend as may
be specified as contemplated by Section 3.1 for such
Securities).

     

    “Holder”
means a Person in whose name a Security is registered in the Security
Register.

     

    “Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, 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 3.1; provided, however, that if at
any time more than one Person is acting as Trustee under this Indenture due to
the appointment of one or more separate Trustees for any one or more separate
series of Securities, “Indenture” shall mean, with respect to such series of
Securities for which any such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
for which such Person is Trustee established as contemplated by
Section 3.1, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee, but to
which such person, as such Trustee, was not a party; provided, further that in
the event that this Indenture is supplemented or amended by one or more
indentures supplemental hereto which are only applicable to certain series of
Securities, the term “Indenture” for a particular series of Securities shall
only include the supplemental indentures applicable thereto.

     

    “interest,”
when used with respect to an Original Issue Discount Security, which by its
terms bears interest only after Maturity, means interest payable after
Maturity.

     

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

     

    “Investment
Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.

     

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

     

    “Notice
of Default” means a written notice of the kind specified in
Section 5.1(4).


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    “Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President, and by the principal financial officer, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.  One of the officers signing an Officers’
Certificate given pursuant to Section 10.4 shall be the principal
executive, financial or accounting officer of the Company.

     

    “Opinion
of Counsel” means a written opinion of counsel, who may be counsel for, or an
employee of, the Company, and who shall be reasonably acceptable to the
Trustee.

     

    “Original
Issue Discount Security” means any Security that 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 5.2.

     

    “Outstanding,”
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture,
except

     

    
      	
               
      

            	
              (1)

            	
              Securities
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;

            


    

     

    
      	
               
      

            	
              (2)

            	
              Securities
      for whose payment or redemption money in the necessary amount has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company) in trust or set aside and segregated in trust by the Company (if
      the Company shall act as its own Paying Agent) for the Holders of such
      Securities; provided that, if such Securities are to be redeemed, notice
      of such redemption has been duly given pursuant to this Indenture or
      provision therefor satisfactory to the Trustee has been
    made;

            


    

     

    
      	
               
      

            	
              (3)

            	
              Securities
      as to which Defeasance has been effected pursuant to Section 13.2;
      and

            


    

     

    
      	
               
      

            	
              (4)

            	
              Securities
      which have been paid pursuant to Section 3.6 or in exchange for or in
      lieu of which other Securities have been authenticated and delivered
      pursuant to this Indenture, other than any such Securities in respect of
      which there shall have been presented to the Trustee proof satisfactory to
      it that such Securities are held by a bona fide purchaser in whose hands
      such Securities are valid obligations of the
  Company;

            


    

     

    provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, (A) 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 5.2,
(B) if, as of such date, the principal amount payable at the Stated
Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 3.1, (C) the
principal amount of a Security denominated in one or more non-U.S. dollar
currencies or currency units which shall be deemed to be Outstanding shall be
the U.S. dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 3.1, of the principal amount of such Security (or,
in the case of a Security described in clause (A) or (B) above, of the
amount determined as provided in such clause), and (D) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be
so owned shall be so disregarded.  Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other
obligor.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    “Paying
Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company.

     

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

     

    “Place of
Payment,” when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by
Section 3.1.

     

    “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 3.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

     

    “Record
Date” means any Regular Record Date or Special Record Date.

     

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

     

    “Redemption
Price,” when used with respect to any Security to be redeemed, means the price
at which it is to be redeemed pursuant to this Indenture.

     

    “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 3.1.

     

    “Responsible
Officer” means, when used with respect to the Trustee, an officer of the Trustee
in the Corporate Trust Office assigned and duly authorized by the Trustee to
administer its corporate trust matters.

     

    “Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this
Indenture.

     

    “Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.

     

    “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 3.5.

     

    “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

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

     

    “Subsidiary”
means a Person of which more than 50% of the outstanding voting stock having the
power to elect a majority of the board of directors of such Person (in the case
of a corporation) is, or of which more than 50% of the equity interests (in the
case of a Person which is not a corporation) are, at the time owned, directly or
indirectly, by the Company or by one or more other Subsidiaries,  or
by a combination of the Company and one or more other
Subsidiaries.  For the purposes of this definition, “voting stock”
means stock or other similar interests to the Company which ordinarily has or
have voting power for the election of directors, or persons performing similar
functions, whether at all times or only so long as no senior class of stock or
other interests has or have such voting power by reason of any
contingency.

     

    “Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

     

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

     

    “U.S.
Government Obligation” means (x) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation 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, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any U.S. Government Obligation which is
specified in clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so specified
and held, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

     

    “Vice
President,” when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before
or after the title “vice president.”

     

    Section 1.2             Compliance
Certificates and Opinions.

     

    Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture
Act.  Each such certificate or opinion shall be given in the form of
an Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include,

     

    
      	
               
      

            	
              (1)

            	
              a
      statement that each individual signing such certificate or opinion has
      read such covenant or condition and the definitions herein relating
      thereto;

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

            	
              a
      statement as to whether, in the opinion of each such individual, such
      condition or covenant has been complied
with.

            


    

     

    Section 1.3             Form
of Documents Delivered to Trustee.

     

    In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

     

    Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his or her certificate or opinion is based are
erroneous.  Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     

    Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

     

    Section 1.4            Acts
of Holders; Record Dates.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the
Company.  The Trustee shall promptly deliver to the Company copies of
all such instrument or instruments delivered to the Trustee.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this
Section.


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him or her the execution thereof.  Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority.  The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner that the Trustee deems
sufficient.

     

    The
ownership of Securities shall be proved by the Security Register.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     

    The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, vote, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph.  If any record date is
set pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record
date.  Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is
taken.  Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed  action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 1.6.

     

    The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(2) or (iv) any
direction referred to in Section 5.12, in each case with respect to
Securities of such series.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date.  Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken.  Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company’s expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.6.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


     

    With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in
Section 1.6, on or prior to the existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.  Notwithstanding the foregoing, no
Expiration Date shall be later than the 180th day after the applicable record
date.

     

    Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any
part of such principal amount.

     

    Section 1.5            Notices,
etc., to Trustee and Company.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

     

    
      	
               
      

            	
              (1)

            	
              the
      Trustee by any Holder or by the Company shall be sufficient for every
      purpose hereunder if made, given, furnished or filed in writing (or by
      facsimile transmissions, provided that oral confirmation of receipt shall
      have been received) to or with the Trustee at its Corporate Trust Office,
      Attention: Corporate Trust Department,
or

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Company by the Trustee or by any Holder shall be sufficient for every
      purpose hereunder (unless otherwise herein expressly provided) if in
      writing and mailed, first-class postage prepaid, personally delivered or
      sent via overnight courier to the Company addressed to it at the address
      of its principal office specified in the first paragraph of this
      instrument or at any other address previously furnished in writing to the
      Trustee by the Company, Attention: Chief Financial
  Officer.

            


    


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    Section 1.6            Notice
to Holders; Waiver.

     

    Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, or delivered by hand or overnight
courier to each Holder affected by such event, at its address as it appears in
the Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such
notice.  Neither the failure to mail or deliver by hand or overnight
courier any notice, nor any defect in any notice so mailed or delivered by hand
or overnight courier, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders.  Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.  Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

     

    In case
by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     

    Section 1.7             Conflict
with Trust Indenture Act.

     

    If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under the Trust Indenture Act to be a part of and
govern this Indenture, the latter provision 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 1.8             Effect
of Headings and Table of Contents.

     

    The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    Section 1.9             Successors
and Assigns.

     

    All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

     

    Section 1.10          Separability
Clause.

     

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

     

    Section 1.11          Benefits
of Indenture.

     

    Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    Section 1.12          Governing
Law.

     

    THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS
OF THE STATE OF NEW YORK.

     

    Section 1.13          Legal
Holidays.

     

    In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security or the last date on which a Holder has the right to convert a Security
at a particular conversion price or conversion rate, as the case may be, shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of any
Security which specifically states that such provision shall apply in lieu of
this Section)) payment of interest or principal (and premium, if any) or, if
applicable to a particular series of Securities, conversion need not be made at
such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, at the Stated Maturity or on
such last day for conversion, as the case may be.

     

    Section 1.14          Indenture
and Securities Solely Corporate Obligations.

     

    No
recourse for the payment of the principal of or premium, if any, or interest on
any Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture or in any Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer, or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any 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 all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Securities.

     

    Section 1.15          Indenture
May be Executed in Counterparts.

     

    This
instrument 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.

     

    ARTICLE
2

    SECURITY
FORMS

     

    Section 2.1            Forms
Generally.

     

    The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution
thereof.  If the form of Securities of any series is 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 Company
Order contemplated by Section 3.3 for the authentication and delivery of
such Securities.  Any such Board Resolution or record of such action
shall have attached thereto a true and correct copy of the form of Security
referred to therein approved by or pursuant to such Board
Resolution.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


     

    The
definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

     

    Section 2.2            
Form of Face of Security.

     

    [INSERT
ANY LEGEND REQUIRED BY THE INTERNAL REVENUE

     

    CODE
AND THE REGULATIONS THEREUNDER.]

     

    OCCULOGIX,
INC.

     

    
      
        	
                NO.
      ___________

              	
                $__________

              


      

    

     

    CUSIP:__________

     

    OccuLogix,
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _______, or registered assigns, the principal sum of ____ dollars on ____
[if the Security is to bear
interest prior to Maturity, insert — , and to pay interest thereon from
______ or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on ___and ___in each year, commencing
___, at the rate of ___% per annum, until the principal hereof is paid or made
available for payment [if
applicable, insert — , provided that any principal and premium, and any
such installment of interest, which is overdue shall bear interest at the rate
of ___% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on
demand].  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the ___or ___(whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.  Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture].

     

    [If the Security is not to bear
interest prior to Maturity, insert — The principal of this Security shall
not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of ___% per
annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment.  Interest on any overdue principal or premium
shall be payable on demand.  [Any such interest on overdue principal
or premium which is not paid on demand shall bear interest at the rate of ___%
per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment.  Interest on any overdue
interest shall be payable on demand.]]


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    Payment
of the principal of (and premium, if any) and [if applicable, insert — any
such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in ___, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts [if
applicable, insert — ; 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].

     

    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

     

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     

    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

     

    


    
      
        
          
            	
                    Dated:

                  	 
      	 
      	
                    OCCULOGIX,
      INC.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    Title:

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    ATTEST:

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


          

        

      

    

     

    Section 2.3             Form
of Reverse of Security.

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of ________, 20___(herein called the “Indenture,” which term
shall have the meaning assigned to it in such instrument), between the Company
and _____, as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture and all indentures supplemental thereto for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the series designated on the face
hereof [if applicable, insert — , limited in aggregate principal amount to
$______].

     

    [If applicable, insert — The
Securities of this series are subject to redemption upon not less than [if applicable, insert — 30]
days’ notice by mail, [if
applicable, insert— (1) on _________ in any year commencing with the
year ___and ending with the year ___through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [if
applicable, insert— on or after ___, 20___], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert— on or
before ___, ___%, and if redeemed] during the 12-month period beginning ______
of the years indicated,


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

     

    
      	
              
                Year

              

            	 	
              
                Redemption
      Price

              

            	 	
              
                Year

              

            	 	
              
                Redemption
      Price

              

            
	 
      	 	 
      	 	 
      	 	 
      


    

     

     

    and
thereafter at a Redemption Price equal to ___% of the principal amount, together
in the case of any such redemption [if applicable, insert—
(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

     

    If applicable, insert— The
Securities of this series are subject to redemption upon not less than [if applicable, insert— 30]
days’ notice by mail, (1) on ___in any year commencing with the year ___and
ending with the year ___through operation of the sinking fund for this series at
the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [if
applicable, insert— on or after ___], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ___of the years indicated,

    


    
      	
              
                Year

              

            	 	
              
                Redemption
      Price for Redemption
      Through Operation
      of the Sinking
      Fund

              

            	 	
              
                Redemption
      Price for Redemption
      Otherwise than Through
      Operation
      of the Sinking
      Fund

              

            
	 
      	 	 
      	 	 
      


    

     

     

    and
thereafter at a Redemption Price equal to ___% of the principal amount, together
in the case of any such redemption (whether through operation of the sinking
fund or otherwise) with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]

     

    [If applicable, insert —
Notwithstanding the foregoing, the Company may not, prior to ___, redeem any
Securities of this series as contemplated by [if applicable, insert— clause
(2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ___% per
annum.]

     

    [If applicable, insert— The
sinking fund for this series provides for the redemption on _____ in each year
beginning with the year ___and ending with the year ___of [if applicable, insert— not
less than $___(“mandatory sinking fund”) and not more than] $___ aggregate
principal amount of Securities of this series.  Securities of this
series acquired or redeemed by the Company otherwise than through [If applicable, insert—
mandatory] sinking fund payments may be credited against subsequent [If applicable, insert —
mandatory] sinking fund payments otherwise required to be made [If applicable, insert— , in
the inverse order in which they become due].]


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

     

    [If the Security is subject to
redemption of any kind, insert — In the event of redemption of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]

     

    [If applicable, insert— The
Indenture contains provisions for defeasance at any time of [the entire
indebtedness of this Security] [or] [certain restrictive covenants and Events of
Default with respect to this Security] [, in each case] upon compliance with
certain conditions set forth in the Indenture.]

     

    [If
the Security is convertible into other securities of the Company, specify the
conversion features.]

     

    [If the Security is not an Original
Issue Discount Security, insert — If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.]

     

    [If the Security is an Original Issue
Discount Security, insert — If an Event of Default with respect to
Securities of this series shall occur and be continuing, an amount of principal
of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.  Such amount shall be
equal to — insert formula for determining the amount.  Upon payment
(i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company’s obligations in respect of the payment of the principal of and
premium and interest, if any, on the Securities of this series shall
terminate.]

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of more than 50% in principal amount of the Securities at the time
Outstanding of each series to be affected.  The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

     

    As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than a majority in principal amount of
the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     

    The
Securities of this series are issuable only in registered form without coupons
in denominations of $___and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    All terms
used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

     

    Section 2.4             Form
of Legend for Global Securities.

     

    Unless
otherwise specified as contemplated by Section 3.1 for the Securities
evidenced thereby, every Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

     

    THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    

     

    Section 2.5            Form
of Trustee’s Certificate of Authentication.

     

    The
Trustee’s certificates of authentication shall be in substantially the following
form:

     

    This is
one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.

     

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      
	 
      	
                              as
      Trustee

                            
	 	 	 
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              ­Authorized
      Officer

                            


                    

                  

                

              

            

          

        

      

    

     

    Section 2.6            Form
of Conversion Notice.

     

    Unless
otherwise as contemplated by Section 3.1, or in a supplemental indenture
for the Securities evidenced hereby, conversion notices shall be in
substantially the following form:

     

    To
OccuLogix, Inc.:

     

    The
undersigned owner of this Security hereby irrevocably exercises the option to
convert this Security, or portion hereof (which is $1,000 or an integral
multiple thereof) below designated,  into shares of Common Stock of
the Company in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below.  If shares are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect hereto.  Any amount required to be paid by the
undersigned on account of interest accompanies this Security.

     

    Principal
Amount to be Converted

    ­(in
an integral multiple of $1,000, if less than all)

     

    U.S. $
___________

     

    Dated:
___________

     

     

    
      
        
          	 
      	
                  Signature(s)
      must be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with
      membership in an approved signature guarantee medallion program) pursuant
      to Securities and Exchange Commission
Rule 17Ad-15.

                
	 
      	 
      
	 
      	 
      
	 
      	
                  Signature
      Guaranty

                


        

      

    

    
      

      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      

    

     

    Fill in
for registration of shares of Common Stock and Security if to be issued
otherwise than to the registered Holder.

     

    
      
        	 
      	 
      	 
      
	
                (Name)

              	 
      	
                Social
      Security or Other Taxpayer

              
	 
      	 
      	
                Identification
      Number

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Please
      print Name and Address

              	 
      	 
      
	
                (including
      zip code)

              	 
      	 
      


      

    

     

    [The
above conversion notice is to be modified, as appropriate, for conversion into
other securities or property of the Company.]

     

    ARTICLE
3

    THE
SECURITIES

     

    Section 3.1             Amount
Unlimited; Issuable in Series.

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.

     

    The
Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution and, subject to
Section 3.3, set forth, or determined in the manner provided, in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,

     

    
      	
               
      

            	
              (1)

            	
              the
      title of the Securities of the series (which shall distinguish the
      Securities of the series from Securities of any other
    series);

            


    

     

    
      	
               
      

            	
              (2)

            	
              any
      limit upon the aggregate principal amount of the Securities of the series
      which may be authenticated and delivered under this Indenture (except for
      Securities authenticated and delivered upon registration of transfer of,
      or in exchange for, or in lieu of, other Securities of the series pursuant
      to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities
      which, pursuant to Section 3.3, are deemed never to have been
      authenticated and delivered
hereunder);

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      Person to whom any interest on a Security of the series shall be payable,
      if other than the Person in whose name that Security (or one or more
      Predecessor Securities) is registered at the close of business on the
      Regular Record Date for such
interest;

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      date or dates on which the principal of any Securities of the series is
      payable;

            


    

     

    
      	
               
      

            	
              (5)

            	
              the
      rate or rates (which may be fixed or variable) at which any Securities of
      the series shall bear interest, if any, the date or dates from which any
      such interest shall accrue, the Interest Payment Dates on which any such
      interest shall be payable and the Regular Record Date for any such
      interest payable on any Interest Payment Date (or the method for
      determining the dates and
rates);

            


    


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (6)

            	
              the
      place or places where the principal of and any premium and interest on any
      Securities of the series shall be
payable;

            


    

     

    
      	
               
      

            	
              (7)

            	
              the
      period or periods within which, the price or prices at which and the terms
      and conditions upon which any Securities of the series may be redeemed, in
      whole or in part, at the option of the Company and, if other than by a
      Board Resolution, the manner in which any election by the Company to
      redeem the Securities shall be
evidenced;

            


    

     

    
      	
               
      

            	
              (8)

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

            


    

     

    
      	
               
      

            	
              (9)

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

            


    

     

    
      	
               
      

            	
              (10)

            	
              if
      the amount of principal of or any premium or interest on any Securities of
      the series may be determined with reference to an index or pursuant to a
      formula, the manner in which such amounts shall be
    determined;

            


    

     

    
      	
               
      

            	
              (11)

            	
              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 1.1 and, whether the Company or the Holder
      thereof may elect payment to be made in a different
    currency;

            


    

     

    
      	
               
      

            	
              (12)

            	
              if
      the principal of or any premium or interest on any Securities of the
      series is to be payable, at the election of the Company or the Holder
      thereof, in one or more currencies or currency units other than that or
      those in which such Securities are stated to be payable, the currency,
      currencies or currency units in which the principal of or any premium or
      interest on such Securities as to which such election is made shall be
      payable, the periods within which and the terms and conditions upon which
      such election is to be made and the amount so payable (or the manner in
      which such amount shall be
determined);

            


    

     

    
      	
               
      

            	
              (13)

            	
              if
      other than the entire principal amount thereof, the portion of the
      principal amount of any Securities of the series which shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 5.2;

            


    

     

    
      	
               
      

            	
              (14)

            	
              if
      the principal amount payable at the Stated Maturity of any Securities of
      the series will not be determinable as of any one or more dates prior to
      the Stated Maturity, the amount which shall be deemed to be the principal
      amount of such Securities as of any such date for any purpose thereunder
      or hereunder, including the principal amount thereof which shall be due
      and payable upon any Maturity other than the Stated Maturity or which
      shall be deemed to be Outstanding as of any date prior to the Stated
      Maturity (or, in any such case, the manner in which such amount deemed to
      be the principal amount shall be
determined);

            


    


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (15)

            	
              if
      applicable, that the Securities of the series, in whole or any specified
      part, shall be defeasible pursuant to Section 13.2 or
      Section 13.3 or both such Sections, or any other defeasance
      provisions applicable to any Securities of the series, and, if other than
      by a Board Resolution, the manner in which any election by the Company to
      defease such Securities shall be
evidenced;

            


    

     

    
      	
               
      

            	
              (16)

            	
              if
      applicable, the terms of any right to convert or exchange Securities of
      the series into shares of Common Stock of the Company or other securities
      or property;

            


    

     

    
      	
               
      

            	
              (17)

            	
              if
      applicable, that any Securities of the series shall be issuable in whole
      or in part in the form of one or more Global Securities and, in such case,
      the respective Depositaries for such Global Securities, the form of any
      legend or legends which shall be borne by any such Global Security in
      addition to or in lieu of that set forth in Section 2.4 and any
      circumstances in addition to or in lieu of those set forth in clause (2)
      of the last paragraph of Section 3.5 in which any such Global
      Security may be exchanged in whole or in part for Securities registered,
      and any transfer of such Global Security in whole or in part may be
      registered, in the name or names of Persons other than the Depositary for
      such Global Security or a nominee
thereof;

            


    

     

    
      	
               
      

            	
              (18)

            	
              any
      deletion of, addition to or change in the Events of Default which applies
      to any Securities of the series and any change in the right of the Trustee
      or the requisite Holders of such Securities to declare the principal
      amount thereof due and payable pursuant to
    Section 5.2;

            


    

     

    
      	
               
      

            	
              (19)

            	
              any
      deletion of, addition to or change in the covenants set forth in
      Article 10 which applies to Securities of the
  series;

            


    

     

    
      	
               
      

            	
              (20)

            	
              any
      Authenticating Agents, Paying Agents, Security Registrars or such other
      agents necessary in connection with the issuance of the Securities of such
      series, including, without limitation, exchange rate agents and
      calculation agents;

            


    

     

    
      	
               
      

            	
              (21)

            	
              if
      applicable, the terms of any security that will be provided for a series
      of Securities, including any provisions regarding the circumstances under
      which collateral may be released or
substituted;

            


    

     

    
      	
               
      

            	
              (22)

            	
              if
      applicable, the terms of any guaranties for the Securities and any
      circumstances under which there may be additional obligors on the
      Securities; and

            


    

     

    
      	
               
      

            	
              (23)

            	
              any
      other terms of the series (which terms shall not be inconsistent with the
      provisions of this Indenture, except as permitted by
      Section 9.1(5)).

            


    

     

    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 the Board
Resolution referred to above and (subject to Section 3.3) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture 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.


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    

     

    Section 3.2             Denominations.

     

    The
Securities of each series shall be issuable only in registered form without
coupons and only in such denominations as shall be specified as contemplated by
Section 3.1.  In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple
thereof.

     

    Section 3.3             Execution,
Authentication, Delivery and Dating.

     

    The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its Chief Executive Officer, its
principal financial officer, its President or one of its Vice Presidents,
attested by its Treasurer, its Secretary or one of its Assistant Treasurers or
Assistant Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.

     

    Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.  If the form or
terms of the Securities of the series have been established by or pursuant to
one or more Board Resolutions as permitted by Sections 2.1 and 3.1, 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 6.1) shall be fully protected
in relying upon, a copy of such Board Resolution, the Officers’ Certificate
setting forth the terms of the series and an Opinion of Counsel, with such
Opinion of Counsel stating,

     

    
      	
               
      

            	
              (1)

            	
              if
      the form of such Securities has been established by or pursuant to Board
      Resolution as permitted by Section 2.1, that such form has been
      established in conformity with the provisions of this
      Indenture;

            


    

     

    
      	
               
      

            	
              (2)

            	
              if
      the terms of such Securities have been established by or pursuant to Board
      Resolution as permitted by Section 3.1, that such terms have been
      established in conformity with the provisions of this Indenture;
      and

            


    

     

    
      	
               
      

            	
              (3)

            	
              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 bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors’ rights and to general equity
      principles.

            


    

     

    If such
form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

     

    Notwithstanding
the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 3.1 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

     

    Each
Security shall be dated the date of its authentication.

     

    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.  Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 3.9, for all purposes
of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     

    Neither
the Company nor the Trustee shall have any responsibility for any defect in the
CUSIP number that appears on any Security, check, advice of payment or
redemption notice, and any such document may contain a statement to the effect
that CUSIP numbers have been assigned by an independent service for convenience
of reference and that neither the Company nor the Trustee shall be liable for
any inaccuracy in such numbers.

     

    Section 3.4             Temporary
Securities.

     

    Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     

    If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable
delay.  After the preparation of definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder.  Upon surrender for cancellation
of any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount.  Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series and
tenor.


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

     

    Section 3.5            Registration;
Registration of Transfer and Exchange.

     

    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities.  The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided.

     

    Upon
surrender for registration of transfer of any Security of a series at the office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount.

     

    At the
option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.

     

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

     

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

     

    No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4, 9.6 or 11.7 not involving any
transfer.

     

    If the
Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 11.3 and ending at
the close of business on the day of such mailing, or (B) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in
part.

     

    The
provisions of clauses (1), (2), (3) and (4) below shall apply only to Global
Securities:

     

    
      	
               
      

            	
              (1)

            	
              Each
      Global Security authenticated under this Indenture shall be registered in
      the name of the Depositary designated for such Global Security or a
      nominee thereof and delivered to such Depositary or a nominee thereof or
      custodian therefor, and each such Global Security shall constitute a
      single Security for all purposes of this
  Indenture.

            


    


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (2)

            	
              Notwithstanding
      any other provision in this Indenture, no Global Security may be exchanged
      in whole or in part for Securities registered, and no transfer of a Global
      Security in whole or in part may be registered, in the name of any Person
      other than the Depositary for such Global Security or a nominee thereof
      unless (A) such Depositary (i) has notified the Company that it
      is unwilling or unable to continue as Depositary for such Global Security
      or (ii) has ceased to be a clearing agency registered under the
      Exchange Act, (B) there shall have occurred and be continuing an
      Event of Default with respect to such Global Security or (C) there
      shall exist such circumstances, if any, in addition to or in lieu of the
      foregoing as have been specified for this purpose as contemplated by
      Section 3.1.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Subject
      to clause (2) above, any exchange of a Global Security for other
      Securities may be made in whole or in part, and all Securities issued in
      exchange for a Global Security or any portion thereof shall be registered
      in such names as the Depositary for such Global Security shall
      direct.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Every
      Security authenticated and delivered upon registration of transfer of, or
      in exchange for or in lieu of, a Global Security or any portion thereof,
      whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 or
      otherwise, shall be authenticated and delivered in the form of, and shall
      be, a Global Security, unless such Security is registered in the name of a
      Person other than the Depositary for such Global Security or a nominee
      thereof.

            


    

     

    Section 3.6             Mutilated,
Destroyed, Lost and Stolen Securities.

     

    If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     

    If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     

    In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

     

    Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

     

    Every new
Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued
hereunder.


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.

     

    Section 3.7            Payment
of Interest; Interest Rights Preserved.

     

    Except as
otherwise provided as contemplated by Section 3.1 with respect to any
series of Securities or in a supplemental indenture with respect to any series
of Securities, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

     

    Any
interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

     

    
      	
               
      

            	
              (1)

            	
              The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in whose names the Securities of such series (or their respective
      Predecessor Securities) are registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner.  The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Security of such series and the date of the proposed
      payment, and at the same time the Company shall deposit with the Trustee
      an amount of money equal to the aggregate 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 be not more than
      15 days and not 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 given to
      each Holder of Securities of such series in the manner set forth in
      Section 1.6, 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 so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Securities of
      such series (or their respective Predecessor Securities) are registered at
      the close of business on such Special Record Date and shall no longer be
      payable pursuant to the following clause
(2).

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Company may make payment of any Defaulted Interest on the Securities of
      any series 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.

            


    


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

    Subject
to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

     

    Section 3.8             Persons
Deemed Owners.

     

    Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 3.7) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     

    Section 3.9             Cancellation.

     

    All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture.  All canceled
Securities held by the Trustee shall be disposed of in accordance with its
customary procedures.

     

    Section 3.10          Computation
of Interest.

     

    Except as
otherwise specified as contemplated by Section 3.1 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months.

     

    ARTICLE
4

    SATISFACTION
AND DISCHARGE

     

    Section 4.1             Satisfaction
and Discharge of Indenture.

     

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

     

    
      	
               
      

            	
              (1)

            	
              either

            


    

     

    
      	
               
      

            	
              (A)

            	
              all
      Securities theretofore authenticated and delivered (other than
      (i) Securities which have been destroyed, lost or stolen and which
      have been replaced or paid as provided in Section 3.6 and
      (ii) Securities for whose payment money has theretofore been
      deposited in trust or segregated and held in trust by the Trustee or the
      Company and thereafter repaid to the Company or discharged from such
      trust, as provided in Section 10.3) have been delivered to the
      Trustee for cancellation; or

            


    


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (B)

            	
              all
      such Securities not theretofore delivered to the Trustee for
      cancellation

            


    

     

    
      	
               
      

            	
              (i)

            	
              have
      become due and payable, or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              will
      become due and payable at their Stated Maturity 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 by the
      Trustee in the name, and at the expense, of the Company, and the Company,
      in the case of (i), (ii) or (iii) above, has deposited or caused
      to be deposited with the Trustee as trust funds in trust for the purpose
      money in an amount sufficient to pay and discharge the entire indebtedness
      on such Securities not theretofore delivered to the Trustee for
      cancellation, for principal and any premium and interest to the date of
      such deposit (in the case of Securities which have become due and payable)
      or to the Stated Maturity or Redemption Date, as the case may
      be;

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 6.7, the obligations of the Trustee to any
Authenticating Agent under Section 6.14 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

     

    Section 4.2             Application
of Trust Money.

     

    Subject
to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the
Trustee.

     

    ARTICLE
5

    REMEDIES

     

    Section 5.1             Events
of Default.

     

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


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (1)

            	
              default
      in the payment of any interest upon any Security of that series when it
      becomes due and payable, and continuance of such default for a period of
      30 days; or

            


    

     

    
      	
               
      

            	
              (2)

            	
              default
      in the payment of the principal of or any premium on any Security of that
      series at its Maturity; or

            


    

     

    
      	
               
      

            	
              (3)

            	
              default
      in the deposit of any sinking fund payment, when and as due by the terms
      of a Security of that series; or

            


    

     

    
      	
               
      

            	
              (4)

            	
              default
      in the performance, or breach, of any covenant or warranty of the Company
      in this Indenture (other than a covenant or warranty a default in whose
      performance or whose breach is elsewhere in this Section specifically
      dealt with or which has expressly been included in this Indenture solely
      for the benefit of series of Securities other than that series), and
      continuance of such default or breach for a period of 90 days after there
      has been given, by registered or certified mail, to the Company by the
      Trustee or to the Company and the Trustee by the Holders of at least 25%
      in principal amount of the Outstanding Securities of that series a written
      notice specifying such default or breach and requiring it to be remedied
      and stating that such notice is a “Notice of Default” hereunder;
      or

            


    

     

    
      	
               
      

            	
              (5)

            	
              the
      entry by a court having jurisdiction in the premises of (A) a decree
      or order for relief in respect of the Company in an involuntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or (B) a decree or order
      adjudging the Company a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Company under any applicable Federal
      or State law, or appointing a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or other similar official of the Company or of any
      substantial part of its property, or ordering the winding up or
      liquidation of its affairs, and the continuance of any such decree or
      order for relief or any such other decree or order unstayed and in effect
      for a period of 90 consecutive days;
or

            


    

     

    
      	
               
      

            	
              (6)

            	
              the
      commencement by the Company of a voluntary case or proceeding under any
      applicable Federal or State bankruptcy, insolvency, reorganization or
      other similar law or of any other case or proceeding to be adjudicated a
      bankrupt or insolvent, or the consent by it to the entry of a decree or
      order for relief in respect of the Company in an involuntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or to the commencement of any
      bankruptcy or insolvency case or proceeding against it, or the filing by
      it of a petition or answer or consent seeking reorganization or relief
      under any applicable Federal or State law, or the consent by it to the
      filing of such petition or to the appointment of or taking possession by a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or other
      similar official of the Company or of any substantial part of its
      property, or the making by it of an assignment for the benefit of
      creditors, or the admission by it in writing of its inability to pay its
      debts generally as they become due, or the taking of corporate action by
      the Company in furtherance of any such action;
  or

            


    

     

    
      	
               
      

            	
              (7)

            	
              any
      other Event of Default provided with respect to Securities of that series
      in the Board Resolution, supplemental indenture or Officers’ Certificate
      establishing that series.

            


    


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    

     

    Section 5.2             Acceleration
of Maturity; Rescission and Annulment.

     

    Unless
the Board Resolution, supplemental indenture or Officers’ Certificate
establishing such series provides otherwise, if an Event of Default (other than
an Event of Default specified in Section 5.1(5) or 5.1(6)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof), and
premium, if any, together with accrued and unpaid interest, if any, thereon, to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders), and upon any such declaration such
principal amount (or specified amount), and premium, if any, together with
accrued and unpaid interest, if any, thereon, shall become immediately due and
payable.  If an Event of Default specified in Section 5.1(5) or
5.1(6) with respect to Securities of any series at the time Outstanding occurs,
the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof),
and premium, if any, together with accrued and unpaid interest, if any, thereon,
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

     

    At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if

     

    
      	
               
      

            	
              (1)

            	
              the
      Company has paid or deposited with the Trustee a sum sufficient to
      pay

            


    

     

    
      	
               
      

            	
              (A)

            	
              all
      overdue interest on all Securities of that
  series,

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      principal of (and premium, if any, on) any Securities of that series which
      have become due otherwise than by such declaration of acceleration and any
      interest thereon at the rate or rates prescribed therefor in such
      Securities,

            


    

     

    
      	
               
      

            	
              (C)

            	
              to
      the extent that payment of such interest is lawful, interest upon overdue
      interest at the rate or rates prescribed therefor in such Securities,
      and

            


    

     

    
      	
               
      

            	
              (D)

            	
              all
      sums paid or advanced by the Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              all
      Events of Default with respect to Securities of that series, other than
      the non-payment of the principal of Securities of that series that have
      become due solely by such declaration of acceleration, have been cured or
      waived as provided in
Section 5.13.

            


    

     

    No such
rescission shall affect any subsequent default or impair any right consequent
thereon.


    
      
         


      

      
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    Section 5.3            Collection
of Indebtedness and Suits for Enforcement by Trustee.

     

    The
Company covenants that if

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

            	
              default
      is made in the payment of the principal of (or premium, if any, on) any
      Security at the Maturity thereof,

            


    

     

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

     

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

     

    Section 5.4            Trustee
May File Proofs of Claim.

     

    In case
of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of
the Holders and the Trustee allowed in any such proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

     

    No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.

     

    Section 5.5            Trustee
May Enforce Claims Without Possession of Securities.

     

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


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    

     

    Section 5.6             Application
of Money Collected.

     

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

     

    FIRST: To
the payment of all amounts due the Trustee under Section 6.7;

     

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

     

    THIRD:
The balance, if any, to the Company or any other Person or Persons entitled
thereto.

     

    Section 5.7             Limitation
on Suits.

     

    No Holder
of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Holders of at least a majority in aggregate principal amount of the
      Outstanding Securities of that series shall have made written request to
      the Trustee to institute proceedings in respect of such Event of Default
      in its own name as Trustee
hereunder;

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     

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


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    

     

    Section 5.8             Unconditional
Right of Holders to Receive Principal, Premium and Interest and to
Convert.

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 3.7) interest on such Security
on the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date), to convert such Securities in accordance
with Article 14 to the extent that such right to convert is applicable to
such Security, and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such
Holder.

     

    Section 5.9             Restoration
of Rights and Remedies.

     

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

     

    Section 5.10          Rights
and Remedies Cumulative.

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

     

    Section 5.11          Delay
or Omission Not Waiver.

     

    No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee (subject to the limitations contained
in this Indenture) or by the Holders, as the case may be.

     

    Section 5.12          Control
by Holders.

     

    The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series, provided that

     

    
      	
               
      

            	
              (1)

            	
              such
      direction shall not be in conflict with any rule of law or with this
      Indenture and the Trustee shall not have determined that the action so
      directed would be unjustly prejudicial to Holders of Securities of that
      series, or any other series, not taking part in such direction;
      and

            


    


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (2)

            	
              the
      Trustee may take any other action deemed proper by the Trustee that is not
      inconsistent with such direction or this
  Indenture.

            


    

     

    Section 5.13          Waiver
of Past Defaults.

     

    The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except

     

    
      	
               
      

            	
              (1)

            	
              a
      default in the payment of the principal of or any premium or interest on
      any Security of such series as and when the same shall become due and
      payable by the terms thereof, otherwise than by acceleration (unless such
      default has been cured and a sum sufficient to pay all matured
      installments of interest, principal and premium, if any, has been
      deposited with the Trustee), or

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      the extent such right is applicable to such Security, a failure by the
      Company on request to convert any Security into Common Stock;
      or

            


    

     

    
      	
               
      

            	
              (3)

            	
              in
      respect of a covenant or provision hereof which under Article 9
      cannot be modified or amended without the consent of the Holder of each
      Outstanding Security of such series
affected.

            


    

     

    Upon any
such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

     

    Section 5.14          Undertaking
for Costs.

     

    In any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided that neither this Section nor the Trust Indenture Act shall
be deemed to authorize any court to require such an undertaking or to make such
an assessment in any suit instituted by the Company or in any suit for the
enforcement of the right to convert any Security in accordance with
Article 14.

     

    Section 5.15          Waiver
of Usury, Stay or Extension Laws.

     

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


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    

     

    ARTICLE 6

    THE
TRUSTEE

     

    Section 6.1            Certain
Duties and Responsibilities.

     

    The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act.  Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.  Whether or
not therein 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.

     

    Section 6.2             Notice
of Defaults.

     

    If a
default occurs hereunder with respect to Securities of any series, 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
except in the case of a default in the payment of principal of (or premium, if
any) or interest on any Securities of such series or in the payment of any
sinking fund installment or any conversion right applicable to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interests of the holders of Securities of such series; provided, further,
however, that in the case of any default of the character specified in
Section 5.1(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence
thereof.  For the purpose of this Section, the term “default” means
any event that is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

     

    Except
with respect to Section 10.1, the Trustee shall have no duty to inquire as
to the performance of the Company with respect to the covenants contained in
Article 10.  In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 5.1(1), 5.1(2) and 5.1(3) (defaults in
payments on the Securities) or (ii) any Default or Event of Default of
which the Trustee shall have received written notification or obtained actual
knowledge.

     

    Delivery
of reports, information and documents to the Trustee under Section 7.4 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 their covenants hereunder (as to which the Trustee is
entitled to rely conclusively on Officers’ Certificates).

     

    Section 6.3            Certain
Rights of Trustee.

     

    Subject
to the provisions of Section 6.1:

     

    
      	
               
      

            	
              (1)

            	
              in
      the absence of bad faith on the part of the Trustee, the Trustee may rely
      and shall be protected in acting or refraining from acting upon any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, direction, consent, order, bond, debenture, note, other evidence
      of indebtedness or other paper or document believed by it to be genuine
      and to have been signed or presented by the proper party or
      parties;

            


    


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (2)

            	
              any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order, and any resolution of the
      Board of Directors shall be sufficiently evidenced by a Board
      Resolution;

            


    

     

    
      	
               
      

            	
              (3)

            	
              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) is entitled to and may, in the
      absence of bad faith on its part, rely upon an Officers’
      Certificate;

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     

    
      	
               
      

            	
              (6)

            	
              the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond,
      debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its discretion, may make such further
      inquiry or investigation into such facts or matters as it may see fit,
      and, if the Trustee shall determine to make such further inquiry or
      investigation, it shall be entitled to examine the books, records and
      premises of the Company, personally or by agent or attorney;
      and

            


    

     

    
      	
               
      

            	
              (7)

            	
              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.

            


    

     

    Section 6.4             Not
Responsible for Recitals or Issuance of Securities.

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes no representations as to the
validity, sufficiency or priority of this Indenture or of the
Securities.  Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

     

    Section 6.5             May Hold
Securities and Act as Trustee under Other Indentures.

     

    The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.8 and
6.13, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.

     

    Subject
to the limitations imposed by the Trust Indenture Act, nothing in this Indenture
shall prohibit the Trustee from becoming and acting as trustee under other
indentures under which other securities, or certificates of interest of
participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    

     

    Section 6.6             Money
Held in Trust.

     

    Money
held by the Trustee in trust hereunder 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 money received by it hereunder except as otherwise agreed
with the Company.

     

    Section 6.7             Compensation
and Reimbursement.

     

    The
Company agrees:

     

    
      	
               
      

            	
              (1)

            	
              to
      pay to the Trustee from time to time reasonable compensation for all
      services rendered by it hereunder (which compensation shall not be limited
      by any provision of law in regard to the compensation of a trustee of an
      express trust);

            


    

     

    
      	
               
      

            	
              (2)

            	
              except
      as otherwise expressly provided herein, to reimburse the Trustee upon its
      request for all reasonable expenses, disbursements and advances incurred
      or made by the Trustee in accordance with any provision of this Indenture
      (including the reasonable compensation and the expenses and disbursements
      of its agents and counsel), except any such expense, disbursement or
      advance as may be attributable to its negligence or bad faith;
      and

            


    

     

    
      	
               
      

            	
              (3)

            	
              to
      indemnify the Trustee for, and to hold it harmless against, any loss,
      liability or expense incurred without negligence or bad faith on its part,
      arising out of or in connection with the acceptance or administration of
      the trust or trusts hereunder, including the costs and expenses of
      defending itself against any claim or liability in connection with the
      exercise or performance of any of its powers or duties
      hereunder.

            


    

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 5.1(5) or Section 5.1(6) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
applicable bankruptcy, insolvency, reorganization or similar law.

     

    Section 6.8            Conflicting
Interests.

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act and there is an Event of Default under the Securities of
that series, the Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.  To the extent permitted by
the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

     

    Section 6.9             Corporate
Trustee Required; Eligibility.

     

    There
shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series.  Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has (or if the Trustee is
a member of a bank holding company system, its bank holding company has) a
combined capital and surplus of at least $50,000,000.  If any such
Person or bank holding company publishes reports of condition at least annually,
pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such
Person or bank holding company shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee with respect to the Securities
of any series shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


    
      
         


      

      
        -37-

        
          

        

      

      
         


      

    

     

    Section 6.10          Resignation
and Removal; Appointment of Successor.

     

    No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.

     

    The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the Trustee within 30 days after the giving 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 the Securities of such series.

     

    The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the
Company.

     

    If at any
time:

     

    
      	
               
      

            	
              (1)

            	
              the
      Trustee shall fail to comply with Section 6.8 after written request
      therefor by the Company or by any Holder who has been a bona fide Holder
      of a Security for at least six months,
or

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Trustee shall cease to be eligible under Section 6.9 and shall fail
      to resign after written request therefor by the Company or by any such
      Holder, or

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      Trustee shall become incapable of acting or shall be adjudged a bankrupt
      or insolvent or a receiver of the Trustee or of its property shall be
      appointed 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, (A) the Company
      by a Board Resolution may remove the Trustee with respect to all
      Securities, or (B) subject to Section 5.14, any Holder who has
      been a bona fide Holder of a Security for at least six months may, on
      behalf of himself and all others similarly situated, petition any court of
      competent jurisdiction for the removal of the Trustee with respect to all
      Securities and the appointment of a successor Trustee or
      Trustees.

            


    

     

    If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11.  If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of
Section 6.11, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company.  If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 6.11, the retiring
Trustee may petition, or any Holder who has been a bona fide Holder of a
Security of such series for at least six months may petition, on behalf of
himself and all others similarly situated, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.


    
      
         


      

      
        -38-

        
          

        

      

      
         


      

    

     

    The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in
Section 1.6.  Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

     

    Section 6.11          Acceptance
of Appointment by Successor.

     

    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.

     

    In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, 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 (3) 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 and 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 upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all 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.


    
      
         


      

      
        -39-

        
          

        

      

      
         


      

    

     

    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 the first or
second preceding paragraph, as the case may be.

     

    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.

     

    Section 6.12          Merger,
Conversion, Consolidation or Succession to Business.

     

    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee (including the administration of the trust created by this Indenture),
shall be the successor of the Trustee hereunder, provided such corporation shall
be otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto.  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.  In the
event that any Securities shall not have been authenticated by such predecessor
Trustee, any such successor Trustee may authenticate and deliver such Securities
in either its own name or that of such predecessor Trustee, with the full force
and effect which this Indenture provides for the certificate of authentication
of the Trustee.

     

    Section 6.13          Preferential
Collection of Claims Against Company.

     

    If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

     

    Section 6.14          Appointment
of Authenticating Agent.

     

    The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, 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.  Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having (or if the Authenticating
Agent is a member of a bank holding company system, its bank holding company
has) a combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this
Section.


    
      
         


      

      
        -40-

        
          

        

      

      
         


      

    

     

    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 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.

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company.  The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve.  Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

     

    The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 6.7.

     

    If an
appointment with respect to one or more series is made pursuant to this
Section 6.12, the Securities of such series may have endorsed thereon, in
lieu of the Trustee’s certificate of authentication, an alternative certificate
of authentication in the following form:

     

    This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

     

    


    
      
        	 
      	 
      
	 
      	
                as
      Trustee

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                as
      Authenticating Agent

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Authorized
      Officer

              


      

    

    

      
        
           


        

        
          -41-

          
            

          

        

        
           


        

      

    

     

    ARTICLE 7

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    Section 7.1            Company
to Furnish Trustee Names and Addresses of Holders.

     

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

     

    
      	
               
      

            	
              (1)

            	
              semi-annually,
      not later than 15 days after the Regular Record Date for each respective
      series of Securities, a list, in such form as the Trustee may reasonably
      require, of the names and addresses of the Holders of Securities of each
      series as of such Regular Record Date, as the case may be, or if there is
      no Regular Record Date for such series of Securities, semi-annually,
      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 that no such
list need be furnished by the Company to the Trustee so long as the Trustee is
acting as Security Registrar.

     

    Section 7.2            Preservation
of Information; Communications to Holders.

     

    The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.1 and the names and addresses of
Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so
furnished.

     

    The
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture
Act.

     

    Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture
Act.

     

    Section 7.3             Reports
by Trustee.

     

    The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

     

    Reports
so required to be transmitted at stated intervals of not more than 12 months
shall be transmitted no later than July 15 in each calendar year,
commencing with the first July 15 after the first issuance of Securities
pursuant to this Indenture.

     

    A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Company.  The Company will notify the
Trustee when any Securities are listed on any stock exchange.


    
      
         


      

      
        -42-

        
          

        

      

      
         


      

    

     

    Section 7.4            Reports
by Company.

     

    The
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to the Trust Indenture Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

     

    ARTICLE 8

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    Section 8.1             Company
May Consolidate, etc., Only on Certain Terms.

     

    The
Company shall not consolidate with or merge into any other Person (in a
transaction in which the Company is not the surviving corporation) or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

     

    
      	
               
      

            	
              (1)

            	
              in
      case the Company shall consolidate with or merge into another Person (in a
      transaction in which the Company is not the surviving corporation) or
      convey, transfer or lease its properties and assets substantially as an
      entirety to any Person, the Person formed by such consolidation or into
      which the Company is merged or the Person which acquires by conveyance or
      transfer, or which leases, the properties and assets of the Company
      substantially as an entirety shall be a corporation, limited liability
      company, partnership, trust or other business entity, shall be organized
      and validly existing under the laws of the United States of America, any
      State thereof or the District of Columbia and shall expressly assume, by
      an indenture supplemental hereto, executed and delivered to the Trustee,
      in form satisfactory to the Trustee, the due and punctual payment of the
      principal of and any premium and interest on all the Securities and the
      performance or observance of every covenant of this Indenture on the part
      of the Company to be performed or observed and the conversion rights shall
      be provided for in accordance with Article 14, if applicable, or as
      otherwise specified pursuant to Section 3.1, by supplemental
      indenture satisfactory in form to the Trustee, executed and delivered to
      the Trustee, by the Person (if other than the Company) formed by such
      consolidation or into which the Company shall have been merged or by the
      Person which shall have acquired the Company’s
  assets;

            


    

     

    
      	
               
      

            	
              (2)

            	
              immediately
      after giving effect to such transaction and treating any indebtedness
      which becomes an obligation of the Company or any Subsidiary as a result
      of such transaction as having been incurred by the Company or such
      Subsidiary at the time of such transaction, no Event of Default, and no
      event which, after notice or lapse of time or both, would become an Event
      of Default, shall have occurred and be continuing;
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      Company has delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger,
      conveyance, transfer or lease and, if a supplemental indenture is required
      in connection with such transaction, such supplemental indenture comply
      with this Article and that all conditions precedent herein provided for
      relating to such transaction have been complied
  with.

            


    


    
      
         


      

      
        -43-

        
          

        

      

      
         


      

    

     

    Section 8.2             Successor
Substituted.

     

    Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

     

    ARTICLE 9

    SUPPLEMENTAL
INDENTURES

     

    Section 9.1            Supplemental
Indentures Without Consent of Holders.

     

    Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

     

    
      	
               
      

            	
              (1)

            	
              to
      evidence the succession of another Person to the Company, or successive
      successions, and the assumption by any such successor of the covenants of
      the Company herein and in the Securities in compliance with
      Article 8; or

            


    

     

    
      	
               
      

            	
              (2)

            	
              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

            


    

     

    
      	
               
      

            	
              (3)

            	
              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); or

            


    

     

    
      	
               
      

            	
              (4)

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

            


    

     

    
      	
               
      

            	
              (5)

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

            


    

     

    
      	
               
      

            	
              (6)

            	
              to
      secure the Securities, including provisions regarding the circumstances
      under which collateral may be released or substituted;
  or

            


    

     

    
      	
               
      

            	
              (7)

            	
              to
      add or provide for a guaranty of the Securities or additional obligors on
      the Securities; or

            


    


    
      
         


      

      
        -44-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (8)

            	
              to
      establish the form or terms of Securities of any series as permitted by
      Sections 2.1 and 3.1; or

            


    

     

    
      	
               
      

            	
              (9)

            	
              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 6.11; or

            


    

     

    
      	
               
      

            	
              (10)

            	
              to
      cure any ambiguity, to correct or supplement any provision herein which
      may be defective or inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture, provided that such action pursuant to this clause
      (10) shall not adversely affect the interests of the Holders of Securities
      of any series in any material respect;
or

            


    

     

    
      	
               
      

            	
              (11)

            	
              to
      supplement any of the provisions of the Indenture to such extent as shall
      be necessary to permit or facilitate the defeasance and discharge of any
      series of Securities pursuant to Articles 4 and 13, provided that any such
      action shall not adversely affect the interests of the Holders of
      Securities of such series or any other series of Securities in any
      material respect.

            


    

     

    Section 9.2            Supplemental
Indentures with Consent of Holders.

     

    With the
consent of the Holders of a majority in principal amount of the Outstanding
Securities of each series affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

     

    
      	
               
      

            	
              (1)

            	
              change
      the Stated Maturity of the principal of, or any installment of principal
      of or interest on, any Security, or reduce the principal or premium amount
      thereof or the rate of interest thereon or any amount payable upon the
      redemption or repurchase 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 5.2 or reduce the amount of any sinking fund
      payment, or change the place of payment or 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 Stated Maturity thereof (or, in the case of redemption, on or
      after the Redemption Date), or modify the provisions of this Indenture in
      the case of Securities of any series that are convertible into Securities
      or other securities of the Company, adversely affect the right of Holders
      to convert any of the Securities of such series other than as provided in
      or pursuant to this Indenture, or

            


    

     

    
      	
               
      

            	
              (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
      compliance with certain provisions of this Indenture or certain defaults
      hereunder and their consequences) provided for in this Indenture,
      or

            


    


    
      
         


      

      
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              (3)

            	
              modify
      any of the provisions of this Section, Section 5.13 or
      Section 10.8, 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 and Section 10.8, or the deletion of this proviso, in
      accordance with the requirements of Sections 6.11 and 9.1(8),
      or

            


    

     

    
      	
               
      

            	
              (4)

            	
              if
      applicable, make any change that adversely affects the right to convert
      any security as provided in Article 14 or pursuant to
      Section 3.1 (except as permitted by
    Section 9.1(9)).

            


    

     

    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 any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

     

    Section 9.3             Execution
of Supplemental Indentures.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Sections 6.1 and 6.3) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture.  The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

     

    Section 9.4             Effect
of Supplemental Indentures.

     

    Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

     

    Section 9.5            Conformity
with Trust Indenture Act.

     

    Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.

     

    Section 9.6            Reference
in Securities to Supplemental Indentures.

     

    Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


    
      
         


      

      
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    ARTICLE 10

    COVENANTS

     

    Section 10.1          Payment
of Principal, Premium and Interest.

     

    The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of and any premium and interest on
the Securities of that series in accordance with the terms of the Securities and
this Indenture.

     

    Section 10.2          Maintenance
of Office or Agency.

     

    The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange, where Securities of that series may be surrendered for
conversion and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency.  If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.  Unless otherwise
provided in a supplemental indenture or pursuant to Section 3.1 hereof, the
Place of Payment for any series of Securities shall be the Corporate Trust
Office of the Trustee.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Securities 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 each Place of Payment 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 10.3          Money
for Securities Payments to be Held in Trust.

     

    If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, on or prior to each due date of the principal of or any premium or
interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.


    
      
         


      

      
        -47-

        
          

        

      

      
         


      

    

     

    The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

     

    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 by Company Order
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
trusts 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.

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any
Security of any series and remaining unclaimed for a period ending on the
earlier of the date that is ten Business Days prior to the date such money would
escheat to the State or two years after such principal, premium or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in each Place of Payment, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

     

    Section 10.4          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 ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers 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 they may have knowledge.  The fiscal year of the Company
currently ends on December 31; and the Company will give the Trustee prompt
written notice of any change of its fiscal year.

     

    Section 10.5          Existence.

     

    Subject
to Article 8, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence.

     

    Section 10.6          Waiver
of Certain Covenants.

     

    Except as
otherwise specified as contemplated by Section 3.1 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 3.1(19), 9.1(2) or
9.1(7) for the benefit of the Holders of such series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


    
      
         


      

      
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    ARTICLE 11

    REDEMPTION
OF SECURITIES

     

    Section 11.1          Applicability
of Article.

     

    Securities
of any series that are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.1 for such Securities) in accordance with this
Article.

     

    Section 11.2          Election
to Redeem; Notice to Trustee.

     

    The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.1
for such Securities.  In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed.  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 such restriction.

     

    Section 11.3          Selection
by Trustee of Securities to Be Redeemed.

     

    If less
than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by lot, or in the Trustee’s discretion, on a pro-rata
basis, provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.  If less than
all the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
and specified tenor not previously called for redemption in accordance with the
preceding sentence.

     

    If any
Security selected for partial redemption is converted in part before termination
of the conversion right with respect to the portion of the Security so selected,
the converted portion of such Security shall be deemed (so far as may be) to be
the portion selected for redemption.  Securities that have been
converted during a selection of Securities to be redeemed shall be treated by
the Trustee as Outstanding for the purpose of such selection.


    
      
         


      

      
        -49-

        
          

        

      

      
         


      

    

     

    The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption as aforesaid and, in case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be
redeemed.

     

    The
provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be
redeemed in whole or in part.  In the case of any such redemption in
part, the unredeemed portion of the principal amount of the Security shall be in
an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     

    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be
redeemed.

     

    Section 11.4          Notice
of Redemption.

     

    Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not fewer
than 30 nor more than 60 days prior to the Redemption Date, unless a shorter
period is specified in the Securities to be redeemed, to each Holder of
Securities to be redeemed, at its address appearing in the Security
Register.

     

    All
notices of redemption shall state:

     

    
      	
               
      

            	
              (1)

            	
              the
      Redemption Date,

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Redemption Price (including accrued interest, if
  any),

            


    

     

    
      	
               
      

            	
              (3)

            	
              if
      less than all the Outstanding Securities of any series consisting of more
      than a single Security are to be redeemed, the identification (and, in the
      case of partial redemption of any such Securities, the principal amounts)
      of the particular Securities to be redeemed and, if less than all the
      Outstanding Securities of any series consisting of a single Security are
      to be redeemed, the principal amount of the particular Security to be
      redeemed,

            


    

     

    
      	
               
      

            	
              (4)

            	
              in
      case any Security is to be redeemed in part only, that on and after the
      Redemption Date, upon surrender of such Security, the Holder of such
      Security will receive, without charge, a new Security or Securities of
      authorized denominations for the principal amount thereof remaining
      unredeemed,

            


    

     

    
      	
               
      

            	
              (5)

            	
              that
      on the Redemption Date the Redemption Price will become due and payable
      upon each such Security to be redeemed and, if applicable, that interest
      thereon will cease to accrue on and after said
  date,

            


    

     

    
      	
               
      

            	
              (6)

            	
              the
      place or places where each such Security is to be surrendered for payment
      of the Redemption Price,

            


    

     

    
      	
               
      

            	
              (7)

            	
              if
      applicable, the conversion price or the conversion rate, as the case may
      be, the date on which the right to convert the principal of the Securities
      or the portions thereof to be redeemed will terminate, and the place or
      places where such Securities may be surrendered for
      conversion,

            


    


    
      
         


      

      
        -50-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (8)

            	
              that
      the redemption is for a sinking fund, if such is the case,
    and

            


    

     

    
      	
               
      

            	
              (9)

            	
              the
      CUSIP number or numbers and/or common codes of the Security being
      redeemed; provided that any such notice may state that no representation
      is made as to the correctness of such numbers either as printed on the
      Securities or as contained in any notice of a redemption and that reliance
      may be placed only on the other identification numbers printed on the
      Securities, and any such redemption shall not be affected by any defect in
      or omission of such numbers.

            


    

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company and shall be irrevocable.

     

    Section 11.5          Deposit
of Redemption Price.

     

    On or
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

     

    If any
Security called for redemption is converted, any money deposited with the
Trustee or with a Paying Agent or so segregated and held in trust for the
redemption of such Security shall (subject to the right of any Holder of such
Security to receive interest as provided in the last paragraph of
Section 3.7) be paid to the Company on Company Request, or if then held by
the Company, shall be discharged from such trust.

     

    Section 11.6          Securities
Payable on Redemption Date.

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest whose Stated Maturity
is on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the
Security.

     

    Section 11.7          Securities
Redeemed in Part.

     

    Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or its attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.


    
      
         


      

      
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    ARTICLE 12

    SINKING
FUNDS

     

    Section 12.1          Applicability
of Article.

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

     

    The
minimum amount of any sinking fund payment provided for by the terms of any
Securities 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 such
Securities is herein referred to as an “optional sinking fund
payment.”  If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 12.2.  Each sinking fund payment shall be applied to the
redemption of Securities as provided for by the terms of such
Securities.

     

    Section 12.2          Satisfaction
of Sinking Fund Payments with Securities.

     

    The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities
of a series which 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 any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited.  The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

     

    Section 12.3          Redemption
of Securities for Sinking Fund.

     

    Not fewer
than 60 days prior to each sinking fund payment date for any Securities, the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 12.2
and will also deliver to the Trustee any Securities to be so
delivered.  Not fewer than 30 days prior to 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 11.3 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 11.4.  Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6 and
11.7.


    
      
         


      

      
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    ARTICLE 13

    DEFEASANCE
AND COVENANT DEFEASANCE

     

    Section 13.1          Company’s
Option to Effect Defeasance or Covenant Defeasance.

     

    The
Company may elect, at its option at any time, to have Section 13.2 or
Section 13.3 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.1 as being defeasible
pursuant to such Section 13.2 or 13.3, in accordance with any applicable
requirements provided pursuant to Section 3.1 and upon compliance with the
conditions set forth below in this Article.  Any such election shall
be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 3.1 for such Securities.

     

    Section 13.2          Defeasance
and Discharge.

     

    Upon the
Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.4 are satisfied (hereinafter called
“Defeasance”).  For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder:

     

    
      	
               
      

            	
              (1)

            	
              the
      rights of Holders of such Securities to receive, solely from the trust
      fund described in Section 13.4 and as more fully set forth in such
      Section, payments in respect of the principal of and any premium and
      interest on such Securities when payments are
  due,

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Company’s obligations with respect to such Securities under
      Sections 3.4, 3.5, 3.6, 10.2 and 10.3, and, if applicable,
      Article 14,

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      rights, powers, trusts, duties and immunities of the Trustee hereunder,
      and

            


    

     

    
      	
               
      

            	
              (4)

            	
              this
      Article.

            


    

     

    Subject
to compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 13.3 applied to such
Securities.

     

    Section 13.3          Covenant
Defeasance.

     

    Upon the
Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be,

     

    
      	
               
      

            	
              (1)

            	
              the
      Company shall be released from its obligations under any covenants
      provided pursuant to Sections 3.1(19), 9.1(2) or 9.1(7) for the
      benefit of the Holders of such Securities
and

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      occurrence of any event specified in Section 5.1(4) (with respect to
      any such covenants provided pursuant to Section 3.1(19), 9.1(2) or
      9.1(7)) and the occurrence of any other Event of Default specified
      pursuant to Section 3.1 shall be deemed not to be or result in an
      Event of Default,

            


    


    
      
         


      

      
        -53-

        
          

        

      

      
         


      

    

     

    in each
case with respect to such Securities or any series of Securities as provided in
this Section on and after the date the conditions set forth in
Section 13.4 are satisfied (hereinafter called “Covenant
Defeasance”).  For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of
Section 5.1(4) and the occurrence of any Event of Default specified
pursuant to Section 3.1), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

     

    Section 13.4          Conditions
to Defeasance or Covenant Defeasance.

     

    The
following shall be the conditions to the application of Section 13.2 or
Section 13.3 to any Securities or any series of Securities, as the case may
be:

     

    
      	
               
      

            	
              (1)

            	
              The
      Company shall irrevocably have deposited or caused to be deposited with
      the Trustee (or another trustee which satisfies the requirements
      contemplated by Section 6.9 and agrees to comply with the provisions
      of this Article applicable to it) as trust funds in trust for the purpose
      of making the following payments, specifically pledged as security for,
      and dedicated solely to, the benefits of the Holders of such
      Securities,

            


    

     

    
      	
               
      

            	
              (A)

            	
              in
      the case of Securities of a series denominated in currency of the United
      States of America,

            


    

     

    
      	
               
      

            	
              (i)

            	
              cash
      in currency of the United States of America in an amount,
    or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              U.S.
      Government Obligations which through the scheduled payment of principal
      and interest in respect thereof in accordance with their terms will
      provide, not later than one day before the due date of any payment, an
      amount in cash, or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      combination thereof, or

            


    

     

    
      	
               
      

            	
              (B)

            	
              in
      the case of Securities of a series denominated in currency other than that
      of the United States of America,

            


    

     

    
      	
               
      

            	
              (i)

            	
              cash
      in the currency in which such series of Securities is denominated in an
      amount, or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Foreign
      Government Obligations which through the scheduled payment of principal
      and interest in respect thereof in accordance with their terms will
      provide, not later than one day before the due date of any payment, an
      amount in cash, or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      combination thereof,

            


    


    
      
         


      

      
        -54-

        
          

        

      

      
         


      

    

     

    in each
case sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or any
such other qualifying trustee) to pay and discharge, the principal of and any
premium and interest on such Securities on the respective Stated Maturities, in
accordance with the terms of this Indenture and such Securities.

     

    
      	
               
      

            	
              (2)

            	
              For
      Securities denominated in United States dollars, in the event of an
      election to have Section 13.2 apply to any Securities or any series
      of Securities, as the case may be, the Company shall have delivered to the
      Trustee an Opinion of Counsel stating
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 instrument, there has been a change in the applicable
      Federal income tax law,

            


    

     

    in either
case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or
loss for Federal income tax purposes as a result of the deposit, Defeasance and
discharge to be effected with respect to such Securities and will be subject to
Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not to
occur.

     

    
      	
               
      

            	
              (3)

            	
              For
      Securities denominated in United States dollars, in the event of an
      election to have Section 13.3 apply to any Securities or any series
      of Securities, as the case may be, the Company shall have delivered to the
      Trustee an Opinion of Counsel to the effect that the Holders of such
      Securities will not recognize gain or loss for Federal income tax purposes
      as a result of the deposit and Covenant Defeasance to be effected with
      respect to such Securities and will be subject to Federal income tax on
      the same amount, in the same manner and at the same times as would be the
      case if such deposit and Covenant Defeasance were not to
      occur.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Company shall have delivered to the Trustee an Officers’ Certificate to
      the effect that neither such Securities nor any other Securities of the
      same series, if then listed on any securities exchange, will be delisted
      as a result of such deposit.

            


    

     

    
      	
               
      

            	
              (5)

            	
              No
      event which is, or after notice or lapse of time or both would become, an
      Event of Default with respect to such Securities or any other Securities
      shall have occurred and be continuing at the time of such deposit or, with
      regard to any such event specified in Sections 5.1(5) and (6), at any
      time on or prior to the 90th day after the date of such deposit (it being
      understood that this condition shall not be deemed satisfied until after
      such 90th day).

            


    

     

    
      	
               
      

            	
              (6)

            	
              Such
      Defeasance or Covenant Defeasance shall not cause the Trustee to have a
      conflicting interest within the meaning of the Trust Indenture Act
      (assuming all Securities are in default within the meaning of such
      Act).

            


    

     

    
      	
               
      

            	
              (7)

            	
              Such
      Defeasance or Covenant Defeasance shall not result in a breach or
      violation of, or constitute a default under, this Indenture or any other
      agreement or instrument to which the Company is a party or by which it is
      bound.

            


    


    
      
         


      

      
        -55-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (8)

            	
              Such
      Defeasance or Covenant Defeasance shall not result in the trust arising
      from such deposit constituting an investment company within the meaning of
      the Investment Company Act unless such trust shall be registered under
      such Act or exempt from registration
thereunder.

            


    

     

    
      	
               
      

            	
              (9)

            	
              The
      Company shall have delivered to the Trustee an Officers’ Certificate and
      an Opinion of Counsel, each stating that all conditions precedent with
      respect to such Defeasance or Covenant Defeasance have been complied
      with.

            


    

     

    Section 13.5          Deposited
Money, U.S. Government Obligations and Foreign Government Obligations to be Held
in Trust; Miscellaneous Provisions.

     

    Subject
to the provisions of the last paragraph of Section 10.3, all money, U.S.
Government Obligations and Foreign Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee (solely
for purposes of this Section and Section 13.6, the Trustee and any
such other trustee are referred to collectively as the “Trustee”) pursuant to
Section 13.4 in respect of any Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to
Section 13.4 or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of Outstanding Securities.  Anything in this Article to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money, U.S. Government Obligations or
Foreign Government Obligations held by it as provided in Section 13.4 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

     

    Section 13.6          Reinstatement.

     

    If the
Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to
Section 13.2 or 13.3 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 13.5 with respect to such Securities in
accordance with this Article; provided, however, that if the Company makes any
payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.


    
      
         


      

      
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    ARTICLE 14

    CONVERSION
OF SECURITIES

     

    Section 14.1          Applicability
of Article.

     

    The
provisions of this Article shall be applicable to the Securities of any series
which are convertible into shares of Common Stock of the Company, and the
issuance of such shares of Common Stock upon the conversion of such Securities,
except as otherwise specified as contemplated by Section 3.1 for the
Securities of such series or in a supplemental indenture for the Securities of
such series.

     

    Section 14.2          Exercise
of Conversion Privilege.

     

    In order
to exercise a conversion privilege, the Holder of a Security of a series with
such a privilege shall surrender such Security to the Company at the office or
agency maintained for that purpose pursuant to Section 10.2, accompanied by
a duly executed conversion notice to the Company substantially in the form set
forth in Section 2.6 stating that the Holder elects to convert such
Security or a specified portion thereof.  Such notice shall also
state, if different from the name and address of such Holder, the name or names
(with address) in which the certificate or certificates for shares of Common
Stock, which shall be issuable on such conversion, shall be
issued.  Securities surrendered for conversion shall (if so required
by the Company or the Trustee) be duly endorsed by or accompanied by instruments
of transfer in forms satisfactory to the Company and the Trustee duly executed
by the Holder or its attorney duly authorized in writing.  As promptly
as practicable after the receipt of such notice and of any payment required
pursuant to a Board Resolution and, subject to Section 3.3, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto setting forth the terms of such
series of Security, and the surrender of such Security in accordance with such
reasonable regulations as the Company may prescribe, the Company shall issue and
shall deliver, at the office or agency at which such Security is surrendered, to
such Holder or on its written order, a certificate or certificates for the
number of full shares of Common Stock issuable upon the conversion of such
Security (or specified portion thereof), in accordance with the provisions of
such Board Resolution, Officers’ Certificate or supplemental indenture, and cash
as provided therein in respect of any fractional share of such Common Stock
otherwise issuable upon such conversion.  Such conversion shall be
deemed to have been effected immediately prior to the close of business on the
date on which such notice and such payment, if required, shall have been
received in proper order for conversion by the Company and such Security shall
have been surrendered as aforesaid (unless such Holder shall have so surrendered
such Security and shall have instructed the Company to effect the conversion on
a particular date following such surrender and such Holder shall be entitled to
convert such Security on such date, in which case such conversion shall be
deemed to be effected immediately prior to the close of business on such date)
and at such time the rights of the Holder of such Security as such Security
Holder shall cease and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock of the Company shall be
issuable upon such conversion shall be deemed to have become the Holder or
Holders of record of the shares represented thereby.  Except as set
forth above and subject to the final paragraph of Section 3.7, no payment
or adjustment shall be made upon any conversion on account of any interest
accrued on the Securities (or any part thereof) surrendered for conversion or on
account of any dividends on the Common Stock of the Company issued upon such
conversion.  In the case of any Security which is converted in part
only, upon such conversion the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unconverted
portion of such Security.


    
      
         


      

      
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    Section 14.3          No
Fractional Shares.

     

    No
fractional share of Common Stock of the Company shall be issued upon conversions
of Securities of any series.  If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions thereof
to the extent permitted hereby) so surrendered.  If, except for the
provisions of this Section 14.3, any Holder of a Security or Securities
would be entitled to a fractional share of Common Stock of the Company upon the
conversion of such Security or Securities, or specified portions thereof, the
Company shall pay to such Holder an amount in cash equal to the current market
value of such fractional share computed, (i) if such Common Stock is listed
or admitted to unlisted trading privileges on a national securities exchange or
market, on the basis of the last reported sale price regular way on such
exchange or market on the last trading day prior to the date of conversion upon
which such a sale shall have been effected, or (ii)  if such Common Stock
is not at the time so listed or admitted to unlisted trading privileges on a
national securities exchange or market, on the basis of the average of the bid
and asked prices of such Common Stock in the over-the-counter market, on the
last trading day prior to the date of conversion, as reported by the National
Quotation Bureau, Incorporated or similar organization if the National Quotation
Bureau, Incorporated is no longer reporting such information, or if not so
available, the fair market price as determined by the Board of
Directors.  For purposes of this Section, “trading day” shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which
the Common Stock is not traded on the Nasdaq National Market, or if the Common
Stock is not traded on the Nasdaq National Market, on the principal exchange or
market on which the Common Stock is traded or quoted.

     

    Section 14.4          Adjustment
of Conversion Price or Conversion Rate.

     

    The
conversion price or conversion rate, as the case may be, of Securities of any
series that is convertible into Common Stock of the Company shall be adjusted
for any stock dividends, stock splits, reclassifications, combinations or
similar transactions in accordance with the terms of the supplemental indenture
or Board Resolutions setting forth the terms of the Securities of such
series.  Whenever the conversion price or conversion rate, as the case
may be, is adjusted, the Company shall compute the adjusted conversion price or
conversion rate, as the case may be, in accordance with terms of the applicable
Board Resolution or supplemental indenture and shall prepare an Officers’
Certificate setting forth the adjusted conversion price or conversion rate, as
the case may be, and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed at each
office or agency maintained for the purpose of conversion of Securities pursuant
to Section 10.2 and, if different, with the Trustee.  The Company
shall forthwith cause a notice setting forth the adjusted conversion price or
conversion rate, as the case may be, to be mailed, first class postage prepaid,
to each Holder of Securities of such series at its address appearing on the
Security Register and to any conversion agent other than the
Trustee.

     

    Section 14.5          Notice
of Certain Corporate Actions.

     

    In
case:

     

    
      	
               
      

            	
              (1)

            	
              the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock payable otherwise than in cash out of its retained earnings (other
      than a dividend for which approval of any shareholders of the Company is
      required) that would require an adjustment pursuant to Section 14.4;
      or

            


    


    
      
         


      

      
        -58-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (2)

            	
              the
      Company shall authorize the granting to all or substantially all of the
      holders of its Common Stock of rights, options or warrants to subscribe
      for or purchase any shares of capital stock of any class or of any other
      rights (other than any such grant for which approval of any shareholders
      of the Company is required); or

            


    

     

    
      	
               
      

            	
              (3)

            	
              of
      any reclassification of the Common Stock of the Company (other than a
      subdivision or combination of its outstanding shares of Common Stock, or
      of any consolidation, merger or share exchange to which the Company is a
      party and for which approval of any shareholders of the Company is
      required), or of the sale of all or substantially all of the assets of the
      Company; or

            


    

     

    
      	
               
      

            	
              (4)

            	
              of
      the voluntary or involuntary dissolution, liquidation or winding up of the
      Company; then the Company shall cause to be filed with the Trustee, and
      shall cause to be mailed to all Holders at their last addresses as they
      shall appear in the Security Register, at least 20 days (or 10 days in any
      case specified in clause (1) or (2) above) prior to the applicable record
      date hereinafter specified, a notice stating (i) the date on which a
      record is to be taken for the purpose of such dividend, distribution,
      rights, options or warrants, or, if a record is not to be taken, the date
      as of which the holders of Common Stock of record to be entitled to such
      dividend, distribution, rights, options or warrants are to be determined,
      or (ii) the date on which such reclassification, consolidation,
      merger, share exchange, sale, dissolution, liquidation or winding up is
      expected to become effective, and the date as of which it is expected that
      holders of Common Stock of record shall be entitled to exchange their
      shares of Common Stock for securities, cash or other property deliverable
      upon such reclassification, consolidation, merger, share exchange, sale,
      dissolution, liquidation or winding up.  If at any time the
      Trustee shall not be the conversion agent, a copy of such notice shall
      also forthwith be filed by the Company with the
  Trustee.

            


    

     

    Section 14.6          Reservation
of Shares of Common Stock.

     

    The
Company shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued Common Stock, for the purpose of
effecting the conversion of Securities, the full number of shares of Common
Stock of the Company then issuable upon the conversion of all outstanding
Securities of any series that has conversion rights.

     

    Section 14.7           Payment
of Certain Taxes upon Conversion.

     

    Except as
provided in the next sentence, the Company will pay any and all taxes that may
be payable in respect of the issue or delivery of shares of its Common Stock on
conversion of Securities pursuant hereto.  The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of its Common Stock in a
name other than that of the Holder of the Security or Securities to be
converted, and no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Company the amount of any such tax,
or has established, to the satisfaction of the Company, that such tax has been
paid.


    
      
         


      

      
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    Section 14.8          Nonassessability.

     

    The
Company covenants that all shares of its Common Stock that may be issued upon
conversion of Securities will upon issue in accordance with the terms hereof be
duly and validly issued and fully paid and nonassessable.

     

    Section 14.9          Provision
in Case of Consolidation, Merger or Sale of Assets.

     

    In case
of any consolidation or merger of the Company with or into any other Person, any
merger of another Person with or into the Company (other than a merger which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock of the Company) or any conveyance, sale,
transfer or lease of all or substantially all of the assets of the Company, the
Person formed by such consolidation or resulting from such merger or which
acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Security of a
series then Outstanding that is convertible into Common Stock of the Company
shall have the right thereafter (which right shall be the exclusive conversion
right thereafter available to said Holder), during the period such Security
shall be convertible, to convert such Security only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by a holder of the number of shares of
Common Stock of the Company into which such Security might have been converted
immediately prior to such consolidation, merger, conveyance, sale, transfer or
lease, assuming such holder of Common Stock of the Company (i) is not a
Person with which the Company consolidated or merged with or into or which
merged into or with the Company or to which such conveyance, sale, transfer or
lease was made, as the case may be (a “Constituent Person”), or an Affiliate of
a Constituent Person and (ii) failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance, sale, transfer or lease (provided
that if the kind or amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance, sale, transfer, or lease is not the
same for each share of Common Stock of the Company held immediately prior to
such consolidation, merger, conveyance, sale, transfer or lease by others than a
Constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised (“Non-electing Share”), then for the
purpose of this Section 14.9 the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, conveyance, sale,
transfer or lease by the holders of each Non-electing Share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
Non-electing Shares).  Such supplemental indenture shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article or in accordance with the terms of
the supplemental indenture or Board Resolutions setting forth the terms of such
adjustments.  The above provisions of this Section 14.9 shall
similarly apply to successive consolidations, mergers, conveyances, sales,
transfers or leases.  Notice of the execution of such a supplemental
indenture shall be given by the Company to the Holder of each Security of a
series that is convertible into Common Stock of the Company as provided in
Section 1.6 promptly upon such execution.  Neither the Trustee
nor any conversion agent, if any, shall be under any responsibility to determine
the correctness of any provisions contained in any such supplemental indenture
relating either to the kind or amount of shares of stock or other securities or
property or cash receivable by Holders of Securities of a series convertible
into Common Stock of the Company upon the conversion of their Securities after
any such consolidation, merger, conveyance, transfer, sale or lease or to any
such adjustment, but may accept as conclusive evidence of the correctness of any
such provisions, and shall be protected in relying upon, an Opinion of Counsel
with respect thereto, which the Company shall cause to be furnished to the
Trustee upon request.


    
      
         


      

      
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    Section 14.10        Duties
of Trustee Regarding Conversion.

     

    Neither
the Trustee nor any conversion agent shall at any time be under any duty or
responsibility to any Holder of Securities of any series that is convertible
into Common Stock of the Company to determine whether any facts exist which may
require any adjustment of the conversion price or conversion rate, as the case
may be, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, whether herein or in any
supplemental indenture, any resolutions of the Board of Directors or written
instrument executed by one or more officers of the Company provided to be
employed in making the same.  Neither the Trustee nor any conversion
agent shall be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock of the Company, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Securities and neither the Trustee nor any conversion agent makes any
representation with respect thereto.  Subject to the provisions of
Section 6.1, neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of its Common Stock or stock certificates or other securities or property
upon the surrender of any Security for the purpose of conversion or to comply
with any of the covenants of the Company contained in this Article 14 or in
the applicable supplemental indenture, resolutions of the Board of Directors or
written instrument executed by one or more duly authorized officers of the
Company.

     

    Section 14.11        Repayment
of Certain Funds upon Conversion.

     

    Any funds
which at any time shall have been deposited by the Company or on its behalf with
the Trustee or any other paying agent for the purpose of paying the principal
of, and premium, if any, and interest, if any, on any of the Securities
(including, but not limited to, funds deposited for the sinking fund referred to
in Article 12 hereof and funds deposited pursuant to Article 13
hereof) and which shall not be required for such purposes because of the
conversion of such Securities as provided in this Article 14 shall after
such conversion be repaid to the Company by the Trustee upon the Company’s
written request.

     

    [The
remainder of this page is intentionally left blank.]


    
      
         


      

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	OCCULOGIX,
      INC.
	 	 	 
	 
      	
                                  By:

                                	 
      
	 
      	 
      	 
      
	 
      	
                                  Title

                                	 
      
	 
      	 
      	
                                  as
      Trustee

                                
	 
      	 
      	 
      
	 
      	
                                  By:

                                	 
      
	 	 	 
	 
      	
                                  Title

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     -62-