exhibit4-12.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
4.12

     

    FORM OF
SENIOR INDENTURE

     

    
      


       

      COLUMBIA
LABORATORIES, INC.,

       

      ISSUER

       

      


       

      and

       

      


       

      


       

      [             ],

       

      TRUSTEE

       

      


       

      


       

      INDENTURE

       

      


       

      


       

      Dated as
of [           ],
200[_]

       

      


       

      


       

      Senior
Debt Securities

       

      


       

      


    

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE(1)

     

     

     

    
    

     

    
      
        
          
            
              
                
                  
                    	  

                            Section of

                            Trust Indenture Act 

                            of 1939, as
      amended

                          	 
      

                            Section of

                             Indenture

                          
	 310(a)	
                             7.09

                          
	 310(b)	
                             7.08

                          
	 	
                             7.10

                          
	
                             310(c)

                          	
                             Inapplicable

                          
	 311(a)	
                             7.13

                          
	 311(b)	
                             7.13

                          
	 311(c)	
                                   Inapplicable 

                          
	 312(a)	
                             5.04

                          
	 	 5.02(a)
	 312(b)	 5.02(c)
	 312(c)	 5.02(c)
	 313(a)	 5.04(a)
	 313(b)	 5.04(b)
	 313(c)	 5.04(a)
    
	 	 5.04(b)
	 313(d) 	 5.04(b)
	 	 5.04(c)
	 314(a) 	 5.03
	 	 13.05
	 314(b)	  Inapplicable
	 314(c)	 13.05
	 314(d)	  Inapplicable
	 314(e)	 13.05
	 314(f)	  Inapplicable
	 315(a)	 7.01(b)
	 	 7.02
	 315(b)	 5.04(d)
	 315(c)	 7.01
	 315(d)	 7.01
	 	 7.02
	 315(e)	 6.07
	 316(a)	 6.06
	 	 8.04
	 316(b)	 6.04
	 316(c)	 8.01
	 317(a)	 6.02
	 317(b)	
                             4.03

                          
	 318(a)	
                             13.06

                          


                  

                

              

            

          

        

      

    

     

     

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

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	 TABLE OF
      CONTENTS	
                  Page 

              


      

       

    

    
    

     

    
      	
              ARTICLE
      I DEFINITIONS

            	 1


    

     

     

    
    

     

    
      	
              SECTION
      1.01 

            	
              Definitions of Terms
       

            	 1


    

     

    
       

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

              	
                 5

              


      

      
      

       

      
      

       

      
        	
                 SECTION 2.01            

              	
                 Designation
      and Terms of Securities

              	
                 5

              
	
                 SECTION 2.02

              	
                 Form of
      Securities and Trustee's Certificate

              	
                 7

              
	
                 SECTION 2.03

              	 Denominations;
      Provisions for Payment	
                 7

              
	
                 SECTION 2.04

              	 Execution and
      Authentications	
                 9

              
	
                 SECTION 2.05

              	 Registration
      of Transfer and Exchange	
                 10

              
	
                 SECTION 2.06

              	 Temporary
      Securities	
                 11

              
	
                 SECTION 2.07

              	 Mutilated,
      Destroyed, Lost and Stolen Securities	
                 11

              
	
                 SECTION 2.08

              	 Cancellation	
                 12

              
	
                 SECTION 2.09

              	 Benefits of
      Indenture	
                 12

              
	
                 SECTION 2.10

              	 Authenticating
      Agent	
                 12

              
	
                 SECTION 2.11

              	 Global
      Securities	
                 13

              


      

       

       

    

    
       

      
        	 ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND
      PROVISIONS 	
                 14

              


      

       

      
      

       

      
        	
                 SECTION 3.01

              	 Redemption	
                 14

              
	
                 SECTION 3.02

              	 Notice of
      Redemption 	
                 14

              
	
                 SECTION 3.03

              	 Payment Upon
      Redemption	
                 15

              
	
                 SECTION 3.04

              	 Sinking Fund
      	
                 15

              
	
                 SECTION 3.05

              	 Satisfaction
      of Sinking Fund Payments with Securities 	
                 15

              
	
                 SECTION 3.06

              	 Redemption of
      Securities for Sinking Fund	
                 15

              


      

       

    

    
       

      
        	 ARTICLE IV COVENANTS	
                 16

              


      

      
      

       

      
        	
                 SECTION 4.01

              	 Payment of
      Principal, Premium and Interest	
                 16

              
	
                 SECTION 4.02

              	 Maintenance of
      Office or Agency	
                 16

              
	
                 SECTION 4.03

              	 Paying
      Agents	
                 16

              
	
                 SECTION 4.04

              	 Appointment to
      Fill Vacancy in Office of Trustee	
                 17

              


      

       

    

    
       

      
        	 ARTICLE V SECURITYHOLDERS LISTS AND REPORTS BY THE COMPANY AND
      THE TRUSTEE 	
                17

              


      

       

      
      

       

      
        	
                 SECTION 5.01

              	 Company to
      Furnish Trustee Names and Addresses of Securityholders	
                 17

              
	
                 SECTION 5.02

              	 Preservation
      of Information; Communications with Securityholders	
                 18

              
	
                 SECTION 5.03

              	 Reports by the
      Company	
                 18

              
	
                 SECTION 5.04

              	 Reports by the
      Trustee	
                 18

              


      

       

    

    
       

    

    
    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	 ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT
      OF DEFAULT 	
                19

              


      

    

     

    
      	
               SECTION 6.01

            	 Events of
      Default	
               19

            
	
               SECTION 6.02

            	 Suits for
      Enforcement by Trustee	
               21

            
	
               SECTION 6.03

            	 Application of
      Moneys Collected	
               22

            
	
               SECTION 6.04

            	 Limitation on
      Suits	
               22

            
	
               SECTION 6.05

            	 Rights and
      Remedies Cumulative; Delay or Omission Not Waiver	
               23

            
	
               SECTION 6.06

            	 Control by
      Securityholders	
               23

            
	
               SECTION 6.07

            	 Undertaking to
      Pay Costs	
               23

            


    

     

     

    
      	 ARTICLE VII CONCERNING THE TRUSTEE 	
               24

            


    

    
    

     

    
    

     

    
      	
               SECTION 7.01

            	 Certain Duties
      and Responsibilities of Trustee	
               24

            
	
               SECTION 7.02

            	 Certain Rights
      of Trustee	
               26

            
	
               SECTION 7.03

            	 Trustee Not
      Responsible for Recitals or Issuance or Securities	
               27

            
	
               SECTION 7.04

            	 May Hold
      Securities	
               27

            
	
               SECTION 7.05

            	 Moneys Held in
      Trust	
               27

            
	
               SECTION 7.06

            	 Compensation
      and Reimbursement	
               27

            
	
               SECTION 7.07

            	 Reliance on
      Officers' Certificate	
               28

            
	
               SECTION 7.08

            	 Disqualification;
      Conflicting Interests	
               28

            
	
               SECTION 7.09

            	 Corporate
      Trustee Required; Eligibility	
               28

            
	
               SECTION 7.10

            	 Resignation
      and Removal; Appointment of Successor	
               29

            
	
               SECTION 7.11

            	 Acceptance of
      Appointment By Successor	
               30

            
	
               SECTION 7.12

            	 Merger,
      Conversion, Consolidation or Succession to Business	
               31

            
	
               SECTION 7.13

            	 Preferential
      Collection of Claims Against the Company	
               31

            


    

     

     

    
      	 ARTICLE VIII CONCERNING THE SECURITYHOLDERS 	
               32

            


    

    
    

     

    
      	
               SECTION 8.01

            	
               Evidence of
      Action by Securityholders

            	
               32

            
	
               SECTION 8.02

            	 Proof of
      Execution by Securityholders	
               32

            
	
               SECTION 8.03

            	
               Who
      May be Deemed Owners

            	
              33

            
	
               SECTION 8.04

            	 Certain
      Securities Owned by Company Disregarded	
               33

            
	
               SECTION 8.05

            	 Actions
      Binding on Furture Securityholders	
               33

            


    

     

     

    
      	 ARTICLE IX SUPPLEMENTAL INDENTURES 	
               34

            


    

    
    

     

    
      	
               SECTION 9.01

            	 Supplemental
      Indentures Without the Consent of Securityholders	
               34

            
	
               SECTION 9.02

            	 Supplemental
      Indentures With Consent of Securityholders	
               35

            
	
               SECTION 9.03

            	 Effect of
      Supplemental Indentures	
               35

            
	
               SECTION 9.04

            	 Securities
      Affected by Supplemental Indentures	
               35

            
	
               SECTION 9.05

            	 Execution of
      Supplemental Indentures	
               36

            


    

     

     

    
      	 ARTICLE X SUCCESSOR ENTITY	
               36

            


    

    
    

     

    
      	
               SECTION 10.01

            	 Company May
      Consolidate, Etc.	
               36

            
	
               SECTION 10.02

            	 Successor
      Entity Substituted 	
               37

            
	
               SECTION 10.03

            	 Evidence of
      Consolidation, Etc. to Trustee	
               37

            


    

     

     

    
      	 ARTICLE XI SATISFACTION AND DISCHARGE	
               37

            


    

    
    

     

    
      	
               SECTION 11.01

            	 Satisfaction
      and Discharge of Indenture	
               37

            
	
               SECTION 11.02

            	 Discharge of
      Obligations	
               38

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      	
               SECTION 11.03

            	 Deposited
      Moneys to be Held in Trust	
               38

            
	
               SECTION 11.04

            	 Payment of
      Moneys Held by Paying Agents 	
               38

            
	
               SECTION 11.05

            	 Repayment to
      Company	
               39

            


    

     

    
       

      
        	 ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
      OFFICERS AND DIRECTORS 	
                 39

              


      

       

      
      

       

      
        	
                 
      SECTION 12.01

              	 No
      Recourse	
                 40

              


      

       

    

    
       

      
        	 ARTICLE XIII MISCELLANEOUS PROVISIONS	
                 40

              


      

       

      
      

       

      
        	
                 SECTION 13.01        

              	 Effect on
      Successors and Assigns	
                 40

              
	
                 SECTION 13.02

              	 Actions by
      Successor	
                  40

              
	
                 SECTION 13.03

              	 Notices 	
                      40

              
	
                 SECTION 13.04

              	 Governing
      Law	
                  40

              
	
                 SECTION 13.05

              	 Compliance
      Certificates and Opinions	  40
	
                 SECTION 13.06

              	 Payments on
      Business Days	
                  41

              
	
                 SECTION 13.07

              	 Conflict with
      Trust Indenture Act	
                  41

              
	
                 SECTION 13.08

              	 Counterparts	
                  41

              
	
                 SECTION 13.09

              	 Separability	
                  41

              
	
                 SECTION 13.10

              	 Assignment	
                  41

              


      

       

      
         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDENTURE, dated as of
[        ], 200[   ],
between Columbia Laboratories, Inc., a Delaware corporation (the “Company”), and
[            ], as
trustee (the “Trustee”):

     

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

     

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

     

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

     

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

     

    ARTICLE I

     

    DEFINITIONS

     

    SECTION
1.01 Definitions of
Terms

     

    The terms
defined in this Section (except as in this Indenture or any indenture
supplemental hereto otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section and
shall include the plural as well as the singular.  All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939, as
amended, or that are by reference in such Act defined in the Securities Act of
1933, as amended (except as herein or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this
instrument.

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Business Day” means,
with respect to any series of Securities, any day other than a day on which
Federal or State banking institutions in the Borough of Manhattan, the City of
New York, or in the city of the Corporate Trust Office of the Trustee, are
authorized or obligated by law, executive order or regulation to
close.

     

    “Certificate” means a
certificate signed by any Officer.  The Certificate need not comply
with the provisions of Section 13.05.

     

    “Company” means
Columbia Laboratories, Inc., a corporation duly organized and existing under the
laws of the State of Delaware, and, subject to the provisions of
Article Ten, shall also include its successors and assigns.

     

    “Corporate Trust
Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at
the date hereof is located at
[                 ],
except that whenever a provision herein refers to an office or agency of the
Trustee in the Borough of Manhattan, The City of New York, such office is
located, at the date hereof, at
[                ].

     

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

     

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

     

    “Depositary” means,
with respect to Securities of any series, for which the Company shall determine
that such Securities will be issued as a Global Security, The Depository Trust
Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or
2.11.

     

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

     

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

     

    “Governmental
Obligations” means securities that are (i) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
with respect to any such Governmental Obligation or a specific payment of
principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Governmental
Obligation or the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depositary receipt.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “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.

     

    “Indenture” means this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into in
accordance with the terms hereof.

     

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

     

    “Officer” means, with
respect to the Company, the chairman of the Board of Directors, a chief
executive officer, a president, a chief financial officer, a chief operating
officer, any executive vice president, any senior vice president, any vice
president, the treasurer or any assistant treasurer, the controller or any
assistant controller or the secretary or any assistant secretary.

     

    “Officers’
Certificate” means a certificate signed by any two Officers that is
delivered to the Trustee in accordance with the terms hereof.  Each
such certificate shall include the statements provided for in
Section 13.05, if and to the extent required by the provisions
thereof.

     

    “Opinion of Counsel”
means an opinion in writing subject to customary exceptions of legal counsel,
who may be an employee of or counsel for the Company, that is delivered to the
Trustee in accordance with the terms hereof.  Each such opinion shall
include the statements provided for in Section 13.05, if and to the extent
required by the provisions thereof.

     

    “Outstanding,” when
used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of
that series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or any
paying agent, or delivered to the Trustee or any paying agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof
for the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and
(c) Securities in lieu of or in substitution for which other Securities
shall have been authenticated and delivered pursuant to the terms of
Section 2.07.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

     

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

     

    “Responsible Officer”
when used with respect to the Trustee means the chairman of its board of
directors, a chief executive officer, a president, any vice president, the
secretary, the treasurer, any trust officer, any corporate trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular
subject.

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE II

     

    ISSUE,
DESCRIPTION, TERMS, EXECUTION,

     

    REGISTRATION
AND EXCHANGE OF SECURITIES

     

    SECTION
2.01 Designation and Terms of
Securities

     

    .

     

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

     

    
      	
              (1)  

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

            


    

     

    
      	
              (2)  

            	
              any
      limit upon the aggregate principal amount of the Securities of that series
      that may be authenticated and delivered under this Indenture (except for
      Securities authenticated and delivered upon registration of transfer of,
      or in exchange for, or in lieu of, other Securities of that
      series);

            


    

     

    
      	
              (3)  

            	
              the
      date or dates on which the principal of the Securities of the series is
      payable, any original issue discount that may apply to the Securities of
      that series upon their issuance, the principal amount due at maturity, and
      the place(s) of payment;

            


    

     

    
      	
              (4)  

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

            


    

     

    
      	
              (5)  

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

            


    

     

    
      	
              (6)  

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

            


    

     

    
      	
              (7)  

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

            


    

     

    
      	
              (8)  

            	
              the
      obligation, if any, of the Company to redeem or purchase Securities of the
      series pursuant to any sinking fund, mandatory redemption or analogous
      provisions (including payments made in cash in satisfaction of future
      sinking fund obligations) or at the option of a holder thereof and the
      period or periods within which, the price or prices at which, and the
      terms and conditions upon which, Securities of the series shall be
      redeemed or purchased, in whole or in part, pursuant to such
      obligation;

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              (9)  

            	
              the
      form of the Securities of the series including the form of the certificate
      of authentication for such series;

            


    

     

    
      	
              (10)  

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

            


    

     

    
      	
              (11)  

            	
              any
      and all other terms (including terms, to the extent applicable, relating
      to any auction or remarketing of the Securities of that series and any
      security for the obligations of the Company with respect to such
      Securities) with respect to such series (which terms shall not be
      inconsistent with the terms of this Indenture, as amended by any
      supplemental indenture) including any terms which may be required by or
      advisable under United States laws or regulations or advisable in
      connection with the marketing of Securities of that
  series;

            


    

     

    
      	
              (12)  

            	
              whether
      the Securities are issuable as a Global Security and, in such case, the
      identity of the Depositary for such
series;

            


    

     

    
      	
              (13)  

            	
              whether
      the Securities will be convertible into or exchangeable for shares of
      common stock or other securities of the Company or any other Person and,
      if so, the terms and conditions upon which such Securities will be so
      convertible or exchangeable, including the conversion or exchange price,
      as applicable, or how it will be calculated and may be adjusted, any
      mandatory or optional (at the Company’s option or the holders’ option)
      conversion or exchange features, and the applicable conversion or exchange
      period;

            


    

     

    
      	
              (14)  

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

            


    

     

    
      	
              (15)  

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

            


    

     

    
      	
              (16)  

            	
              if
      other than dollars, the coin or currency in which the Securities of the
      series are denominated (including, but not limited to, foreign
      currency);

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              (17)  

            	
              the
      terms and conditions, if any, upon which the Company shall pay amounts in
      addition to the stated interest, premium, if any and principal amounts of
      the Securities of the series to any Securityholder that is not a “United
      States person” for federal tax purposes;
and

            


    

     

    
      	
              (18)  

            	
              any
      restrictions on transfer, sale or assignment of the Securities of the
      series.

            


    

     

    All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to any such
Board Resolution or in any indentures supplemental hereto.

     

    If any of
the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the secretary or an assistant secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the series.

     

    Securities
of any particular series may be issued at various times, with different dates on
which the principal or any installment of principal is payable, with different
rates of interest, if any, or different methods by which rates of interest may
be determined, with different dates on which such interest may be payable and
with different redemption dates.

     

    SECTION
2.02 Form of Securities and
Trustee’s Certificate

     

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

     

    SECTION
2.03 Denominations; Provisions
for Payment

     

    The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(a)(10).  The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series.  Subject to Section 2.01(a)(16), the principal of
and the interest on the Securities of any series, as well as any premium thereon
in case of redemption thereof prior to maturity, shall be payable in the coin or
currency of the United States of America that at the time is legal tender for
public and private debt, at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City and State of New
York.  Each Security shall be dated the date of its
authentication.  Interest on the Securities shall be computed on the
basis of a 360-day year composed of twelve 30-day months.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    The
interest installment on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that series
shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment.  In the event that any
Security of a particular series or portion thereof is called for redemption and
the redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on such
Security will be paid upon presentation and surrender of such Security as
provided in Section 3.03.

     

    Any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of the same series
(herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered holder on the relevant
regular record date by virtue of having been such holder; and such Defaulted
Interest shall be paid by the Company, at its election, as provided in clause
(1) or clause (2) below:

     

    
      	
              (1)  

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

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              (2)  

            	
              The
      Company may make payment of any Defaulted Interest on any Securities in
      any other lawful manner not inconsistent with the requirements of any
      securities exchange on which such Securities may be listed, and upon such
      notice as may be required by such exchange, if, after notice given by the
      Company to the Trustee of the proposed payment pursuant to this clause,
      such manner of payment shall be deemed practicable by the
      Trustee.

            


    

     

    Unless
otherwise set forth in a Board Resolution or one or more indentures supplemental
hereto establishing the terms of any series of Securities pursuant to
Section 2.01 hereof, the term “regular record date”
as used in this Section with respect to a series of Securities and any
Interest Payment Date for such series shall mean either the fifteenth day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the first day of a month, or the last day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day.

     

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

     

    SECTION 2.04 Execution and
Authentications

     

    The
Securities shall be signed on behalf of the Company by one of its
Officers.  Signatures may be in the form of a manual or facsimile
signature.  The Company may use the facsimile signature of any Person
who shall have been an Officer, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of, such Person
shall have ceased to be an Officer.  The Securities may contain such
notations, legends or endorsements required by law, securities exchange rule or
usage.  Each Security shall be dated the date of its authentication by
the Trustee.

     

    A
Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent.  Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.  At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by an Officer, and the
Trustee in accordance with such written order shall authenticate and deliver
such Securities.

     

    In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected
in relying upon, an Opinion of Counsel stating that the form and terms thereof
have been established in conformity with the provisions of this
Indenture.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner that is not reasonably acceptable to the Trustee.

     

    SECTION 2.05 Registration of Transfer and
Exchange

     

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

     

    (b) The
Company shall keep, or cause to be kept, at its office or agency designated for
such purpose in the Borough of Manhattan, the City and State of New York, or
such other location designated by the Company a register or registers (herein
referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the
Company shall register the Securities and the transfers of Securities as in this
Article provided and which at all reasonable times shall be open for
inspection by the Trustee.  The registrar for the purpose of
registering Securities and transfer of Securities as herein provided shall be
appointed as authorized by a Board Resolution (the “Security
Registrar”).

     

    Upon
surrender for transfer of any Security at the office or agency of the Company
designated for such purpose, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as the
Security presented for a like aggregate principal amount.

     

    All
Securities presented or surrendered for exchange or registration of transfer, as
provided in this Section, shall be accompanied (if so required by the Company or
the Security Registrar) by a written instrument or instruments of transfer, in
form satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by such holder’s duly authorized attorney in
writing.

     

    (c) Except as
provided in a Board Resolution and set forth in an Officers’ Certificate
pursuant to Section 2.01, or established in one or more indentures supplemental
to this Indenture, no service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, Section 3.03(b) and
Section 9.04 not involving any transfer.

     

    (d) The
Company shall not be required (1) to issue, exchange or register the
transfer of any Securities during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than all
the Outstanding Securities of the same series and ending at the close of
business on the day of such mailing, nor (2) to register the transfer of or
exchange any Securities of any series or portions thereof called for redemption,
other than the unredeemed portion of any such Securities being redeemed in
part.  The provisions of this Section 2.05 are, with respect to
any Global Security, subject to Section 2.11 hereof.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SECTION
2.06 Temporary
Securities

     

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

     

    SECTION
2.07 Mutilated, Destroyed, Lost
or Stolen Securities

     

    In case
any temporary or definitive Security shall become mutilated or be destroyed,
lost or stolen, the Company (subject to the next succeeding sentence) shall
execute, and upon the Company’s request, the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen.  In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Security and of the ownership
thereof.  The Trustee may authenticate any such substituted Security
and deliver the same upon the written request or authorization of any officer of
the Company.  Upon the issuance of any substituted Security, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected
therewith.  In case any Security that has matured or is about to
mature shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Security) if
the applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save each of them harmless, and, in
case of destruction, loss or theft, evidence to the satisfaction of the Company
and the Trustee of the destruction, loss or theft of such Security and of the
ownership thereof.

     

    Every
replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the
Company whether or not the mutilated, destroyed, lost or stolen Security shall
be found at any time, or be enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of the same series duly issued hereunder.  All
Securities shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    SECTION
2.08 Cancellation

     

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

     

    SECTION
2.09 Benefits of
Indenture

     

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

     

    SECTION
2.10 Authenticating
Agent

     

    So long
as any of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee
shall have the right to appoint.  Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  All references in this Indenture to the
authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series.  Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by Federal or State
authorities.  If at any time any Authenticating Agent shall cease to
be eligible in accordance with these provisions, it shall resign
immediately.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company.  The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company.  Upon resignation,
termination or cessation of eligibility of any Authenticating Agent, the Trustee
may appoint an eligible successor Authenticating Agent acceptable to the
Company.  Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder as if originally named as an Authenticating
Agent pursuant hereto.

     

    SECTION
2.11 Global
Securities

     

    (a) If the
Company shall establish pursuant to Section 2.01 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04,
authenticate and deliver, a Global Security that (1) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such series, (2) shall be registered
in the name of the Depositary or its nominee, (3) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instruction and
(4) shall bear a legend substantially to the following
effect:  “Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary.”

     

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

     

    (c) If at any
time the Depositary for a series of the Securities notifies the Company that it
is unwilling or unable to continue as Depositary for such series or if at any
time the Depositary for such series shall no longer be registered or in good
standing under the Exchange Act, or other applicable statute or regulation, and
a successor Depositary for such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such condition,
as the case may be, or if an Event of Default has occurred and is continuing and
the Company has received a request from the Depositary, this Section 2.11
shall no longer be applicable to the Securities of such series and the Company
will execute and, subject to Section 2.04, the Trustee will authenticate
and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security of such series in exchange for
such Global Security.  In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.11 shall no
longer apply to the Securities of such series.  In such event the
Company will execute and, subject to Section 2.04, the Trustee, upon
receipt of an Officers’ Certificate evidencing such determination by the
Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security.  Upon
the exchange of the Global Security for such Securities in definitive registered
form without coupons, in authorized denominations, the Global Security shall be
canceled by the Trustee.  Such Securities in definitive registered
form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.  The
Trustee shall deliver such Securities to the Depositary for delivery to the
Persons in whose names such Securities are so registered.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    ARTICLE III

     

    REDEMPTION
OF SECURITIES AND SINKING FUND PROVISIONS

     

    SECTION
3.01 Redemption

     

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

     

    SECTION
3.02 Notice of
Redemption

     

    (a) In case
the Company shall desire to exercise such right to redeem all or, as the case
may be, a portion of the Securities of any series in accordance with any right
the Company reserved for itself to do so pursuant to Section 2.01 hereof,
the Company shall, or shall cause the Trustee to, give notice of such redemption
to holders of the Securities of such series to be redeemed by mailing, first
class postage prepaid, a notice of such redemption not less than 30 days and not
more than 90 days before the date fixed for redemption of that series to such
holders at their last addresses as they shall appear upon the Security Register
unless a shorter period is specified in the Securities to be
redeemed.  Any notice that is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice.  In any case, failure duly to
give such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of
such series or any other series.  In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with any such restriction.

     

    Each such
notice of redemption shall specify the date fixed for redemption and the
redemption price at which Securities of that series are to be redeemed, and
shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case.  If less than all the Securities of a series are to be redeemed,
the notice to the holders of Securities of that series to be redeemed in part
shall specify the particular Securities to be so redeemed.  In case
any Security is to be redeemed in part only, the notice that relates to such
Security shall state the portion of the principal amount thereof to be redeemed,
and shall state that on and after the redemption date, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.

     

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

     

    
       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

     

     

    SECTION
3.03 Payment Upon
Redemption

     

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

     

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

     

    SECTION
3.04 Sinking
Fund

     

    The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such
series.

     

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

     

    SECTION
3.05 Satisfaction of Sinking Fund
Payments with Securities

     

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

     

    SECTION
3.06 Redemption of Securities for
Sinking Fund

     

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

     

     

    
      
        
        

      

      
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    ARTICLE IV

     

    COVENANTS

     

    SECTION
4.01 Payment of Principal,
Premium and Interest

     

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

     

    SECTION
4.02 Maintenance of Office or
Agency

     

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

     

    SECTION
4.03 Paying
Agents

     

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

     

    
      	
              (1)  

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

            


    

     

    
      	
              (2)  

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

            


    

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              (3)  

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

            


    

     

    
      	
              (4)  

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

            


    

     

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

     

    (c) Notwithstanding
anything in this Section to the contrary, (1) the agreement to hold
sums in trust as provided in this Section is subject to the provisions of
Section 11.05, and (2) the Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in
trust by the Company or such paying agent, such sums to be held by the Trustee
upon the same terms and conditions as those upon which such sums were held by
the Company or such paying agent; and, upon such payment by the Company or any
paying agent to the Trustee, the Company or such paying agent shall be released
from all further liability with respect to such money.

     

    SECTION
4.04 Appointment to Fill Vacancy
in Office of Trustee

     

    The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a Trustee, so that
there shall at all times be a Trustee hereunder.

     

    ARTICLE
V

     

    SECURITYHOLDERS’
LISTS AND REPORTS

     

    BY
THE COMPANY AND THE TRUSTEE

     

    SECTION
5.01 Company to Furnish Trustee
Names and Addresses of Securityholders

     

    The
Company will furnish or cause to be furnished to the Trustee (a) within 15
days after each regular record date (as defined in Section 2.03) a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the holders of each series of Securities as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to be
furnished such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Trustee by the Company and
(b) at such other times as the Trustee may request in writing within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished; provided, however, that, in either case, no such list need be
furnished for any series for which the Trustee shall be the Security
Registrar.

     

     

    
      
        
        

      

      
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    SECTION
5.02 Preservation of Information;
Communications With Securityholders

     

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

     

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

     

    (c) Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act
with other Securityholders with respect to their rights under this Indenture or
under the Securities.  The Company, the Trustee, the Security
Registrar and any other Person shall have the protection of the Trust Indenture
Act Section 312(c).

     

    SECTION
5.03 Reports by the
Company

     

    The
Company covenants and agrees to provide a copy to the Trustee, after the Company
files the same with the Securities and Exchange Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Securities and Exchange Commission may
from time to time by rules and regulations prescribe) that the Company files
with the Securities and Exchange Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; provided, however, the Company shall not be required
to deliver to the Trustee any materials for which the Company has sought and
received confidential treatment by the SEC.

     

    SECTION
5.04 Reports by the
Trustee

     

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

     

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

     

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

       

    

     

    
      
        
        

      

      
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    ARTICLE VI

     

    REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS

     

    ON
EVENT OF DEFAULT

     

    SECTION
6.01 Events of
Default

     

    (a) Whenever
used herein with respect to Securities of a particular series, “Event of Default”
means any one or more of the following events that has occurred and is
continuing:

     

    
      	
              (1)  

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

            


    

     

    
      	
              (2)  

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

            


    

     

    
      	
              (3)  

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

            


    

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              (4)  

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

            


    

     

    
      	
              (5)  

            	
              a
      court of competent jurisdiction enters an order under any Bankruptcy Law
      that (i) is for relief against the Company in an involuntary case,
      (ii) appoints a Custodian of the Company for all or substantially all
      of its property or (iii) orders the liquidation of the Company, and
      the order or decree remains unstayed and in effect for 90
      days.

            


    

     

    (b) In each
and every such case (other than an Event of Default specified in clause (4)
or clause (5) above), unless the principal of all the Securities of that
series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of
that series then Outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by such Securityholders), may declare the principal of
all the Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable.  If an Event of Default specified in clause (4) or clause (5)
above occurs, the principal of and accrued and unpaid interest on all the
Securities of that series shall automatically be immediately due and payable
without any declaration or other act on the part of the Trustee or the holders
of the Securities.

     

    (c) At any
time after the principal of the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences
if:  (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) all Securities of
that series that shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that such
payment is enforceable under applicable law, upon overdue installments of
interest, at the rate per annum expressed in the Securities of that series to
the date of such payment or deposit) and any amount payable to the Trustee under
Section 7.06, and (2) any and all other Events of Default under the
Indenture with respect to such series, other than the nonpayment of principal on
Securities of that series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.06.

     

    No such
rescission and annulment shall extend to or shall affect any subsequent default
or impair any right consequent thereon.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
6.02 Suits for Enforcement by
Trustee

     

    (a) If an
Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs
and is continuing, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or other obligor
upon the Securities of that series and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series, wherever
situated.

     

    (b) In case
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the
Company, or its creditors or property, the Trustee shall have power to intervene
in such proceedings and take any action therein that may be permitted by the
court and shall (except as may be otherwise provided by law) be entitled to file
such proofs of claim and other papers and documents as may be necessary or
advisable in order to have the claims of the Trustee and of the holders of
Securities of a series allowed for the entire amount due and payable by the
Company under this Indenture at the date of institution of such proceedings and
for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction of
the amount payable to the Trustee under Section 7.06; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by each
of the holders of Securities of such series to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Securityholders, to pay to the Trustee any amount due
it under Section 7.06.

     

    (c) All
rights of action and of asserting claims under this Indenture, or under any of
the terms established with respect to Securities of a series, may be enforced by
the Trustee without the possession of any of such Securities, or the production
thereof at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for
payment to the Trustee of any amounts due under Section 7.06, be for the
ratable benefit of the holders of the Securities of such series.

     

    In case
of an Event of Default hereunder, the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
6.03 Application of Moneys
Collected

     

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

     

    FIRST:  To the
payment of reasonable costs and expenses of collection and of all amounts
payable to the Trustee under Section 7.06;

     

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

     

    THIRD:  Payment of
the remainder, if any, to the Company or any other Person lawfully entitled
thereto.

     

    SECTION
6.04 Limitation on
Suits

     

    No holder
of any Security of any series shall have any right by virtue or by availing of
any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
(a) such holder previously shall have given to the Trustee written notice
of an Event of Default and of the continuance thereof with respect to the
Securities of such series specifying such Event of Default, as hereinbefore
provided; (b) the holders of not less than 25% in aggregate principal
amount of the Securities of such series then Outstanding shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder; (c) such holder or holders shall have offered to
the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby; (d) the Trustee
for 90 days after its receipt of such notice, request and offer of indemnity,
shall have failed to institute any such action, suit or proceeding; and
(e) during such 90-day period, the holders of a majority in principal
amount of the Securities of that series shall not have given the Trustee a
direction inconsistent with the request.

     

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

     

     

    
      
        
        

      

      
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    SECTION
6.05 Rights and Remedies
Cumulative; Delay or Omission Not Waiver

     

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

     

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

     

    SECTION
6.06 Control by
Securityholders

     

    The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding, determined in accordance with Section 8.01,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such series; provided, however,
that such direction shall not be in conflict with any rule of law or with this
Indenture.  Subject to the provisions of Section 7.01, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or the Responsible
Officers of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability.  The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding affected thereby, determined in accordance with Section 8.01,
may on behalf of the holders of all of the Securities of such series waive any
past default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except an uncured default in the payment of the principal of (or
premium, if any) or interest on, any of the Securities of that series as and
when the same shall become due by the terms of such Securities otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with
Section 6.01(c)).  Upon any such waiver, the default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

     

    
      SECTION
6.07 Undertaking to Pay
Costs

       

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

       

    

     

    
      
        
        

      

      
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    ARTICLE VII

     

    CONCERNING
THE TRUSTEE

     

    SECTION
7.01 Certain Duties and
Responsibilities of Trustee

     

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

     

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

     

    
      	
              (1)  

            	
              prior
      to the occurrence of an Event of Default with respect to the Securities of
      a series and after the curing or waiving of all such Events of Default
      with respect to that series that may have
  occurred:

            


    

     

     

    
      
        
        

      

      
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              (i)  

            	
              the
      duties and obligations of the Trustee shall with respect to the Securities
      of such series be determined solely by the express provisions of this
      Indenture, and the Trustee shall not be liable with respect to the
      Securities of such series except for the performance of such duties and
      obligations as are specifically set forth in this Indenture, and no
      implied covenants or obligations shall be read into this Indenture against
      the Trustee; and

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (2)  

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

            


    

     

    
      	
              (3)  

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

            


    

     

    
      	
              (4)  

            	
              none
      of the provisions contained in this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur personal financial
      liability in the performance of any of its duties or in the exercise of
      any of its rights or powers, if there is reasonable ground for believing
      that the repayment of such funds or liability is not reasonably assured to
      it under the terms of this Indenture or adequate indemnity against such
      risk is not reasonably assured to
it.

            


    

     

     

    
      
        
        

      

      
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    SECTION 7.02 Certain Rights of
Trustee

     

    Except as
otherwise provided in Section 7.01:

     

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

     

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

     

    (c) 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 or suffered or omitted hereunder in good faith and
in reliance thereon;

     

    (d) The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default with respect to a
series of the Securities (that has not been cured or waived) to exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs;

     

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

     

    (f) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, security or other papers or
documents, unless requested in writing so to do by the holders of not less than
a majority in principal amount of the Outstanding Securities of the particular
series affected thereby (determined as provided in Section 8.04); provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding.  The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; and

     

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

     

     

    
      
        
        

      

      
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    SECTION 7.03 Trustee Not Responsible for
Recitals or Issuance or Securities

     

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

     

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

     

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

     

    SECTION
7.04 May Hold
Securities

     

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

     

    SECTION
7.05 Moneys Held in
Trust

     

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

     

    SECTION
7.06 Compensation and
Reimbursement

     

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

     

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

    

     

     

    
      
        
        

      

      
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    SECTION
7.07 Reliance on Officers’
Certificate

     

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

     

    SECTION
7.08 Disqualification;
Conflicting Interests

     

    If the
Trustee has or shall acquire any “conflicting interest”
within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and the Company shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.

     

    SECTION
7.09 Corporate Trustee Required;
Eligibility

     

    There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or other Person permitted to act as
trustee by the Securities and Exchange Commission, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least fifty million U.S. dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial or District of Columbia
authority.  If such corporation or other Person publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation or other Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  The Company may not, nor may
any Person directly or indirectly controlling, controlled by or under common
control with the Company, serve as Trustee.  In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10.

     

     

    
      
        
        

      

      
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    SECTION
7.10 Resignation and Removal;
Appointment of Successor

     

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

     

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

     

    
      	
              (1)  

            	
              the
      Trustee shall fail to comply with the provisions of Section 7.08
      after written request therefor by the Company or by any Securityholder who
      has been a bona fide holder of a Security or Securities for at least six
      months; or

            


    

     

    
      	
              (2)  

            	
              the
      Trustee shall cease to be eligible in accordance with the provisions of
      Section 7.09 and shall fail to resign after written request therefor
      by the Company or by any such Securityholder;
or

            


    

     

    
      	
              (3)  

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

            


    

     

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

     

     

    
      
        
        

      

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

     

    (d) Any
resignation or removal of the Trustee and appointment of a successor trustee
with respect to the Securities of a series pursuant to any of the provisions of
this Section shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

     

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

     

    SECTION
7.11 Acceptance of Appointment By
Successor

     

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

     

    (b) In case
of the appointment hereunder of a successor trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates, (2) shall
contain such provisions as shall be 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, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

     

     

    
      
        
        

      

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

     

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

     

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

     

    SECTION 7.12 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 the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such
Securities.

     

    SECTION
7.13 Preferential Collection of
Claims Against the Company

     

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

     

     

    
      
        
        

      

      
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    ARTICLE VIII

     

    CONCERNING
THE SECURITYHOLDERS

     

    SECTION
8.01 Evidence of Action by
Securityholders

     

    Whenever
in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in Person or by agent or proxy appointed in
writing.

     

    If the
Company shall solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers’ Certificate, fix in
advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record
date.

     

    SECTION
8.02 Proof of Execution by
Securityholders

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    SECTION
8.03 Who May be Deemed
Owners

     

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

     

    SECTION
8.04 Certain Securities Owned by
Company Disregarded

     

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

     

    SECTION
8.05 Actions Binding on Future
Securityholders

     

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

     

     

    
      
        
        

      

      
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    ARTICLE IX

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
9.01 Supplemental Indentures
Without the Consent of Securityholders

     

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

     

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

     

    (b) to comply
with Article Ten;

     

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

     

    (d) to add to
the covenants, restrictions, conditions or provisions relating to the Company
for the benefit of the holders of all or any series of Securities (and if such
covenants, restrictions, conditions or provisions are to be for the benefit of
less than all series of Securities, stating that such covenants, restrictions,
conditions or provisions are expressly being included solely for the benefit of
such series), to make the occurrence, or the occurrence and the continuance, of
a default in any such additional covenants, restrictions, conditions or
provisions an Event of Default, or to surrender any right or power herein
conferred upon the Company;

     

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

     

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

     

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

     

    (h) to
evidence and provide for the acceptance of appointment hereunder by a successor
trustee; or

     

    (i) to comply
with any requirements of the Securities and Exchange Commission or any successor
in connection with the qualification of this Indenture under the Trust Indenture
Act.

     

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

     

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

    

     

    
      
        
        

      

      
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    SECTION
9.02 Supplemental Indentures With
Consent of Securityholders

     

    With the
consent (evidenced as provided in Section 8.01) of the holders of not less
than a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding,
the Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then
in effect) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner not covered by Section 9.01 the
rights of the holders of the Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the holders of each Security then Outstanding and affected thereby,
(i) extend the fixed maturity of any Securities of any series, or reduce
the principal amount thereof, or reduce the rate of interest thereon, or reduce
any premium payable upon the redemption thereof or (ii) reduce the
aforesaid percentage of Securities, the holders of which are required to consent
to any such supplemental indenture.

     

    It shall
not be necessary for the consent of the Securityholders of any series affected
thereby under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

     

    SECTION
9.03 Effect of Supplemental
Indentures

     

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

     

    SECTION
9.04 Securities Affected by
Supplemental Indentures

     

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

     

     

    
      
        
        

      

      
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    SECTION
9.05 Execution of Supplemental
Indentures

     

    Upon the
request of the Company, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion but shall not be obligated to enter
into such supplemental indenture.  The Trustee, subject to the
provisions of Section 7.01, may receive an Officer’s Certificate or an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and that it is proper for the
Trustee under the provisions of this Article to join in the execution
thereof; provided, however, that such Officer’s Certificate or Opinion of
Counsel need not be provided in connection with the execution of a supplemental
indenture that establishes the terms of a series of Securities pursuant to
Section 2.01 hereof.

     

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

     

    ARTICLE
X

     

    SUCCESSOR
ENTITY

     

    SECTION
10.01 Company
May Consolidate, Etc.


     

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

     

     

    
      
        
        

      

      
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    SECTION
10.02 Successor Entity
Substituted

     

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

     

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

     

    (c) Nothing
contained in this Article shall apply to limit or impose any requirements
upon the consolidation or merger of any Person into the Company where the
Company is the survivor of such transaction, or the acquisition by the Company,
by purchase or otherwise, of all or any part of the property of any other Person
(whether or not affiliated with the Company).

     

    SECTION
10.03 Evidence of Consolidation,
Etc. to Trustee

     

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

     

    ARTICLE
XI

     

    SATISFACTION
AND DISCHARGE

     

    SECTION
11.01 Satisfaction and Discharge
of Indenture

     

    If at any
time:  (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated and not
previously delivered to the Trustee for cancellation (other than any Securities
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.07) and Securities for whose payment money or
Governmental Obligations have theretofore been deposited in trust or segregated
and held in trust by the Company (and thereupon repaid to the Company or
discharged from such trust, as provided in Section 11.05); or (b) all
such Securities of a particular series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental Obligations
or a combination thereof, sufficient in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay at maturity or upon redemption all
Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company shall also pay or cause to be paid all other sums
payable hereunder with respect to such series by the Company then this Indenture
shall thereupon cease to be of further effect with respect to such series except
for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10,
that shall survive until the date of maturity or redemption date, as the case
may be, and Sections 7.06 and 11.05, that shall survive to such date and
thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such
series.

     

     

    
      
        
        

      

      
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    SECTION
11.02 Discharge of
Obligations

     

    If at any
time all such Securities of a particular series not heretofore delivered to the
Trustee for cancellation or that have not become due and payable as described in
Section 11.01 shall have been paid by the Company by depositing irrevocably
with the Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all such Securities of that
series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company with respect to such series, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee,
the obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of
Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof
that shall survive until such Securities shall mature and be
paid.  Thereafter, Sections 7.06 and 11.05 shall
survive.

     

    SECTION
11.03 Deposited Moneys to be Held
in Trust

     

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

     

    SECTION
11.04 Payment of Moneys Held by
Paying Agents

     

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

     

    
      
        
        

      

      
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    SECTION
11.05 Repayment to
Company

     

    Any
moneys or Governmental Obligations deposited with any paying agent or the
Trustee, or then held by the Company, in trust for payment of principal of (and
premium, if any) or interest on the Securities of a particular series that are
not applied but remain unclaimed by the holders of such Securities for at least
two years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due and payable, or
such other shorter period set forth in applicable escheat or abandoned or
unclaimed property law, shall be repaid to the Company upon the Company’s
request or (if then held by the Company) shall be discharged from such trust;
and thereupon the paying agent and the Trustee shall be released from all
further liability with respect to such moneys or Governmental Obligations, and
the holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.

     

    ARTICLE
XII

     

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     

    SECTION
12.01 No
Recourse

     

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

     

     

    
      
        
        

      

      
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    ARTICLE XIII

     

    MISCELLANEOUS
PROVISIONS

     

    SECTION
13.01 Effect on Successors and
Assigns

     

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

     

    SECTION
13.02 Actions by
Successor

     

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

     

    SECTION
13.03 Notices

     

    Except as
otherwise expressly provided herein any notice, request or demand that by any
provision of this Indenture is required or permitted to be given, made or served
by the Trustee, by the holders of Securities or by any other Person pursuant to
this Indenture to or on the Company may be given or served by being deposited in
first class mail, postage prepaid in a post-office letterbox addressed (until
another address is filed in writing by the Company with the Trustee), as
follows:  354 Eisenhower Parkway, Livingston, NJ 07039,
Attn:  General Counsel.  Any notice, election, request or
demand by the Company, any Securityholder or by any other Person pursuant to
this Indenture to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office of the Trustee.

     

    SECTION
13.04 Governing
Law

     

    This
Indenture and each Security shall be deemed to be a contract made under the
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State, except to the extent the Trust
Indenture Act is applicable.

     

    SECTION
13.05 Compliance Certificates and
Opinions

     

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

     

    (b) Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.

     

    
      (c) The
Company shall furnish to the Trustee, on [___] of each year, a brief certificate
from an Officer as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture.  For purposes of this
subsection, such compliance shall be determined without regard to any period of
grace or requirement of notice provided hereunder.  If the Officer
signing such certificate has knowledge of such a Default or Event of Default,
the certificate shall describe any such Default or Event of Default and its
status.

       

    

     

    
      
        
        

      

      
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    SECTION
13.06 Payments on Business
Days

     

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

     

    SECTION
13.07 Conflict with Trust
Indenture Act

     

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

     

    SECTION
13.08 Counterparts

     

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

     

    SECTION
13.09 Separability

     

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

     

    SECTION
13.10 Assignment

     

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

     

    



    
      
         


      

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

     

    COLUMBIA
LABORATORIES, INC.

     

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

    [                          ],

     

    as
Trustee

     

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title: