EXHIBIT
4.4


     

    NEXMED,
INC.

     

    Issuer

     

    And

     

    
      
        

      

    

     

    Trustee

     

    Indenture

     

    Dated as
of _______ __, 20__

     

    Subordinated
Debt Securities


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS


     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	 	
                                Page

                              
	 
      	 
      	 	 
      
	
                                ARTICLE
      ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL
    APPLICATION

                              	 	
                                1

                              
	
                                SECTION
      101.

                              	
                                Definitions

                              	 	
                                1

                              
	
                                SECTION
      102.

                              	
                                Compliance Certificates and
      Opinions

                              	 	
                                12

                              
	
                                SECTION
      103.

                              	
                                Form of Documents Delivered to
      Trustee

                              	 	
                                12

                              
	
                                SECTION
      104.

                              	
                                Acts of Holders

                              	 	
                                13

                              
	
                                SECTION
      105.

                              	
                                Notices, etc., to Trustee and
      Company

                              	 	
                                15

                              
	
                                SECTION
      106.

                              	
                                Notice to Holders; Waiver

                              	 	
                                15

                              
	
                                SECTION
      107.

                              	
                                Counterparts; Effect of Headings and Table of
      Contents

                              	 	
                                16

                              
	
                                SECTION
      108.

                              	
                                Successors and Assigns

                              	 	
                                16

                              
	
                                SECTION
      109.

                              	
                                Severability Clause

                              	 	
                                16

                              
	
                                SECTION
      110.

                              	
                                Benefits of Indenture

                              	 	
                                16

                              
	
                                SECTION
      111.

                              	
                                Governing Law

                              	 	
                                16

                              
	
                                SECTION
      112.

                              	
                                Legal Holidays

                              	 	
                                17

                              
	
                                SECTION
      113.

                              	
                                Limited Liability; Immunity of Stockholders,
      Directors, Officers and Agents of the Company

                              	 	
                                17

                              
	
                                SECTION
      114.

                              	
                                Conflict with Trust Indenture
      Act

                              	 	
                                17

                              
	 
      	 	 
      
	
                                ARTICLE
      TWO - SECURITIES FORMS

                              	 	
                                18

                              
	
                                SECTION
      201.

                              	
                                Forms of Securities

                              	 	
                                18

                              
	
                                SECTION
      202.

                              	
                                Form of Trustee’s Certificate of
      Authentication

                              	 	
                                18

                              
	
                                SECTION
      203.

                              	
                                Securities Issuable in Global
      Form

                              	 	
                                18

                              
	 
      	 	 
      
	
                                ARTICLE
      THREE - THE SECURITIES

                              	 	
                                19

                              
	
                                SECTION
      301.

                              	
                                Amount Unlimited; Issuable in
      Series

                              	 	
                                19

                              
	
                                SECTION
      302.

                              	
                                Denominations

                              	 	
                                23

                              
	
                                SECTION
      303.

                              	
                                Execution, Authentication, Delivery and
      Dating

                              	 	
                                23

                              
	
                                SECTION
      304.

                              	
                                Temporary Securities

                              	 	
                                26

                              
	
                                SECTION
      305.

                              	
                                Registration, Registration of Transfer, Conversion
      and Exchange

                              	 	
                                28

                              
	
                                SECTION
      306.

                              	
                                Mutilated, Destroyed, Lost and Stolen
      Securities

                              	 	
                                31

                              
	
                                SECTION
      307.

                              	
                                Payment of Interest; Interest Rights
      Preserved

                              	 	
                                33

                              
	
                                SECTION
      308.

                              	
                                Persons Deemed Owners

                              	 	
                                35

                              
	
                                SECTION
      309.

                              	
                                Cancellation

                              	 	
                                35

                              
	
                                SECTION
      310.

                              	
                                Computation of Interest

                              	 	
                                36

                              
	
                                SECTION
      311.

                              	
                                CUSIP Numbers

                              	 	
                                36

                              
	 
      	 	 
      
	
                                ARTICLE
      FOUR - SATISFACTION AND DISCHARGE

                              	 	
                                36

                              
	
                                SECTION
      401.

                              	
                                Satisfaction and Discharge of
      Indenture

                              	 	
                                36

                              
	
                                SECTION
      402.

                              	
                                Application of Trust Funds

                              	 	
                                37

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        (i)

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          ARTICLE
      FIVE - REMEDIES

                        	 	
                          38

                        
	
                          SECTION
      501.

                        	
                          Events of Default

                        	 	
                          38

                        
	
                          SECTION
      502.

                        	
                          Acceleration of Maturity; Rescission and
      Annulment

                        	 	
                          39

                        
	
                          SECTION
      503.

                        	
                          Collection of Indebtedness and Suits for
      Enforcement by Trustee

                        	 	
                          40

                        
	
                          SECTION
      504.

                        	
                          Trustee May File Proofs of
      Claim

                        	 	
                          41

                        
	
                          SECTION
      505.

                        	
                          Trustee May Enforce Claims Without Possession of
      Securities or Coupons

                        	 	
                          42

                        
	
                          SECTION
      506.

                        	
                          Application of Money
    Collected

                        	 	
                          42

                        
	
                          SECTION
      507.

                        	
                          Limitation on Suits

                        	 	
                          42

                        
	
                          SECTION
      508.

                        	
                          Unconditional Right of Holders to Receive
      Principal, Premium or Make-Whole Amount, if any, and
      Interest

                        	 	
                          43

                        
	
                          SECTION
      509.

                        	
                          Restoration of Rights and
      Remedies

                        	 	
                          43

                        
	
                          SECTION
      510.

                        	
                          Rights and Remedies
    Cumulative

                        	 	
                          43

                        
	
                          SECTION
      511.

                        	
                          Delay or Omission Not
Waiver

                        	 	
                          43

                        
	
                          SECTION
      512.

                        	
                          Control by Holders of
      Securities

                        	 	
                          44

                        
	
                          SECTION
      513.

                        	
                          Waiver of Past Defaults

                        	 	
                          44

                        
	
                          SECTION
      514.

                        	
                          Waiver of Usury, Stay or Extension
      Laws

                        	 	
                          44

                        
	
                          SECTION
      515.

                        	
                          Undertaking for Costs

                        	 	
                          45

                        
	 
      	 	 
      
	
                          ARTICLE
      SIX - THE TRUSTEE

                        	 	
                          45

                        
	
                          SECTION
      601.

                        	
                          Notice of Defaults

                        	 	
                          45

                        
	
                          SECTION
      602.

                        	
                          Certain Rights of Trustee

                        	 	
                          45

                        
	
                          SECTION
      603.

                        	
                          Not Responsible for Recitals or Issuance of
      Securities

                        	 	
                          47

                        
	
                          SECTION
      604.

                        	
                          May Hold Securities

                        	 	
                          47

                        
	
                          SECTION
      605.

                        	
                          Money Held in Trust

                        	 	
                          48

                        
	
                          SECTION
      606.

                        	
                          Compensation and
    Reimbursement

                        	 	
                          48

                        
	
                          SECTION
      607.

                        	
                          Corporate Trustee Required; Eligibility;
      Conflicting Interests

                        	 	
                          49

                        
	
                          SECTION
      608.

                        	
                          Resignation and Removal; Appointment of
      Successor

                        	 	
                          49

                        
	
                          SECTION
      609.

                        	
                          Acceptance of Appointment by
      Successor

                        	 	
                          50

                        
	
                          SECTION
      610.

                        	
                          Merger, Conversion, Consolidation or Succession to
      Business

                        	 	
                          51

                        
	
                          SECTION
      611.

                        	
                          Appointment of Authenticating
      Agent

                        	 	
                          52

                        
	
                          SECTION
      612.

                        	
                          Certain Duties and Responsibilities of the
      Trustee

                        	 	
                          53

                        
	 
      	 	 
      
	
                          ARTICLE
      SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

                        	 	
                          54

                        
	
                          SECTION
      701.

                        	
                          Disclosure of Names and Addresses of
      Holders

                        	 	
                          54

                        
	
                          SECTION
      702.

                        	
                          Reports by Trustee

                        	 	
                          55

                        
	
                          SECTION
      703.

                        	
                          Reports by Company

                        	 	
                          55

                        
	
                          SECTION
      704.

                        	
                          Company to Furnish Trustee Names and Addresses of
      Holders

                        	 	
                          55

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        (ii)

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                ARTICLE
      EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

                              	 	
                                56

                              
	
                                SECTION
      801.

                              	
                                Consolidations and Mergers of  Company
      and Sales, Leases and Conveyances Permitted Subject to Certain
      Conditions

                              	 	
                                56

                              
	
                                SECTION
      802.

                              	
                                Rights and Duties of Successor
      Corporation

                              	 	
                                56

                              
	
                                SECTION
      803.

                              	
                                Officers’ Certificate and Opinion of
      Counsel

                              	 	
                                57

                              
	 
      	 	 
      
	
                                ARTICLE
      NINE - SUPPLEMENTAL INDENTURES

                              	 	
                                57

                              
	
                                SECTION
      901.

                              	
                                Supplemental Indentures Without Consent of
      Holders

                              	 	
                                57

                              
	
                                SECTION
      902.

                              	
                                Supplemental Indentures with Consent of
      Holders

                              	 	
                                59

                              
	
                                SECTION
      903.

                              	
                                Execution of Supplemental
      Indentures

                              	 	
                                60

                              
	
                                SECTION
      904.

                              	
                                Effect of Supplemental
      Indentures

                              	 	
                                60

                              
	
                                SECTION
      905.

                              	
                                Conformity with Trust Indenture
      Act

                              	 	
                                60

                              
	
                                SECTION
      906.

                              	
                                Reference in Securities to Supplemental
      Indentures

                              	 	
                                60

                              
	 
      	 	 
      
	
                                ARTICLE
      TEN - COVENANTS

                              	 	
                                60

                              
	
                                SECTION
      1001.

                              	
                                Payment of Principal, Premium or Make-Whole
      Amount, if any; and Interest

                              	 	
                                60

                              
	
                                SECTION
      1002.

                              	
                                Maintenance of Office or
    Agency

                              	 	
                                61

                              
	
                                SECTION
      1003.

                              	
                                Money for Securities Payments to Be Held in
      Trust

                              	 	
                                62

                              
	
                                SECTION
      1004.

                              	
                                Existence

                              	 	
                                63

                              
	
                                SECTION
      1005.

                              	
                                Maintenance of Properties

                              	 	
                                64

                              
	
                                SECTION
      1006.

                              	
                                Reserved

                              	 	
                                64

                              
	
                                SECTION
      1007.

                              	
                                Reserved

                              	 	
                                64

                              
	
                                SECTION
      1008.

                              	
                                Statement as to Compliance

                              	 	
                                64

                              
	
                                SECTION
      1009.

                              	
                                Waiver of Certain Covenants

                              	 	
                                64

                              
	 
      	 	 
      
	
                                ARTICLE
      ELEVEN - REDEMPTION OF SECURITIES

                              	 	
                                65

                              
	
                                SECTION
      1101.

                              	
                                Applicability of Article

                              	 	
                                65

                              
	
                                SECTION
      1102.

                              	
                                Election to Redeem; Notice to
      Trustee

                              	 	
                                65

                              
	
                                SECTION
      1103.

                              	
                                Selection by Trustee of Securities to Be
      Redeemed

                              	 	
                                65

                              
	
                                SECTION
      1104.

                              	
                                Notice of Redemption

                              	 	
                                65

                              
	
                                SECTION
      1105.

                              	
                                Deposit of Redemption Price

                              	 	
                                67

                              
	
                                SECTION
      1106.

                              	
                                Securities Payable on Redemption
      Date

                              	 	
                                67

                              
	
                                SECTION
      1107.

                              	
                                Securities Redeemed in Part

                              	 	
                                68

                              
	 
      	 	 
      
	
                                ARTICLE
      TWELVE - SINKING FUNDS

                              	 	
                                68

                              
	
                                SECTION
      1201.

                              	
                                Applicability of Article

                              	 	
                                68

                              
	
                                SECTION
      1202.

                              	
                                Satisfaction of Sinking Fund Payments with
      Securities

                              	 	
                                69

                              
	
                                SECTION
      1203.

                              	
                                Redemption of Securities for Sinking
      Fund

                              	 	
                                69

                              
	 
      	 	 
      
	
                                ARTICLE
      THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS

                              	 	
                                69

                              
	
                                SECTION
      1301.

                              	
                                Applicability of Article

                              	 	
                                69

                              
	
                                SECTION
      1302.

                              	
                                Repayment of Securities

                              	 	
                                70

                              
	
                                SECTION
      1303.

                              	
                                Exercise of Option

                              	 	
                                70

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        (iii)

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      SECTION
      1304.

                                    	
                                      When Securities Presented for Repayment Become Due
      and Payable

                                    	 	
                                      71

                                    
	
                                      SECTION
      1305.

                                    	
                                      Securities Repaid in Part

                                    	 	
                                      71

                                    
	 
      	 	 
      
	
                                      ARTICLE
      FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE

                                    	 	
                                      72

                                    
	
                                      SECTION
      1401.

                                    	
                                      Applicability of Article; Company’s Option to
      Effect Defeasance or Covenant Defeasance

                                    	 	
                                      72

                                    
	
                                      SECTION
      1402.

                                    	
                                      Defeasance and Discharge

                                    	 	
                                      72

                                    
	
                                      SECTION
      1403.

                                    	
                                      Covenant Defeasance

                                    	 	
                                      73

                                    
	
                                      SECTION
      1404.

                                    	
                                      Conditions to Defeasance or Covenant
      Defeasance

                                    	 	
                                      73

                                    
	
                                      SECTION
      1405.

                                    	
                                      Deposited Money and Government Obligations to Be
      Held in Trust; Other Miscellaneous Provisions

                                    	 	
                                      75

                                    
	
                                      SECTION
      1406.

                                    	
                                      Reinstatement

                                    	 	
                                      76

                                    
	 
      	 	 
      
	
                                      ARTICLE
      FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES

                                    	 	
                                      76

                                    
	
                                      SECTION
      1501.

                                    	
                                      Purposes for Which Meetings May Be
      Called

                                    	 	
                                      76

                                    
	
                                      SECTION
      1502.

                                    	
                                      Call, Notice and Place of
      Meetings

                                    	 	
                                      76

                                    
	
                                      SECTION
      1503.

                                    	
                                      Persons Entitled to Vote at
      Meetings

                                    	 	
                                      76

                                    
	
                                      SECTION
      1504.

                                    	
                                      Quorum; Action

                                    	 	
                                      77

                                    
	
                                      SECTION
      1505.

                                    	
                                      Determination of Voting Rights; Conduct and
      Adjournment of Meetings

                                    	 	
                                      78

                                    
	
                                      SECTION
      1506.

                                    	
                                      Counting Votes and Recording Action of
      Meetings

                                    	 	
                                      79

                                    
	 
      	 	 
      
	
                                      ARTICLE
      SIXTEEN - SUBORDINATION OF SECURITIES

                                    	 	
                                      79

                                    
	
                                      SECTION
      1601.

                                    	
                                      Agreement to Subordinate

                                    	 	
                                      79

                                    
	
                                      SECTION
      1602.

                                    	
                                      Payment Over of Proceeds upon Dissolution,
      Etc

                                    	 	
                                      79

                                    
	
                                      SECTION
      1603.

                                    	
                                      No Payment When Senior Indebtedness in
      Default

                                    	 	
                                      81

                                    
	
                                      SECTION
      1604.

                                    	
                                      Reliance by Senior Indebtedness on Subordination
      Provisions

                                    	 	
                                      81

                                    
	
                                      SECTION
      1605.

                                    	
                                      Subrogation to Rights of Holders of Senior
      Indebtedness

                                    	 	
                                      82

                                    
	
                                      SECTION
      1606.

                                    	
                                      Provisions Solely to Define Relative
      Rights

                                    	 	
                                      82

                                    
	
                                      SECTION
      1607.

                                    	
                                      Trustee to Effectuate
      Subordination

                                    	 	
                                      83

                                    
	
                                      SECTION
      1608.

                                    	
                                      No Waiver of Subordination
      Provisions

                                    	 	
                                      83

                                    
	
                                      SECTION
      1609.

                                    	
                                      Notice to Trustee

                                    	 	
                                      84

                                    
	
                                      SECTION
      1610.

                                    	
                                      Reliance on Judicial Order or Certificate of
      Liquidating Agent

                                    	 	
                                      84

                                    
	
                                      SECTION
      1611.

                                    	
                                      Trustee Not Fiduciary for Holders of Senior
      Indebtedness

                                    	 	
                                      84

                                    
	
                                      SECTION
      1612.

                                    	
                                      Rights of Trustee as Holder of Senior
      Indebtedness; Preservation of Trustee’s Rights

                                    	 	
                                      85

                                    
	
                                      SECTION
      1613.

                                    	
                                      Article Applicable to Paying
      Agents

                                    	 	
                                      85

                                    
	 
      	 	 
      
	
                                      ARTICLE
      SEVENTEEN - CONVERSION OF SECURITIES

                                    	 	
                                      85

                                    
	
                                      SECTION
      1701.

                                    	
                                      Applicability of Article; Conversion Privilege and
      Conversion Price

                                    	 	
                                      85

                                    
	
                                      SECTION
      1702.

                                    	
                                      Exercise of Conversion
      Privilege

                                    	 	
                                      86

                                    
	
                                      SECTION
      1703.

                                    	
                                      Fractions of Shares

                                    	 	
                                      87

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        (iv)

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      SECTION
      1704.

                    	
                      Adjustment of Conversion
    Price

                    	 	
                      87

                    
	
                      SECTION
      1705.

                    	
                      Notice of Adjustments of
      Conversion Price

                    	 	
                      91

                    
	
                      SECTION
      1706.

                    	
                      Notice of Certain Corporate
      Action

                    	 	
                      91

                    
	
                      SECTION
      1707.

                    	
                      Company to Reserve Common
    Stock

                    	 	
                      92

                    
	
                      SECTION
      1708.

                    	
                      Taxes on Conversion

                    	 	
                      92

                    
	
                      SECTION
      1709.

                    	
                      Covenants as to Common
Stock

                    	 	
                      92

                    
	
                      SECTION
      1710.

                    	
                      Cancellation of Converted
      Securities

                    	 	
                      92

                    
	
                      SECTION
      1711.

                    	
                      Provisions in Case of Consolidation, Merger or
      Sale of Assets; Special Distributions

                    	 	
                      93

                    
	
                      SECTION
      1712.

                    	
                      Trustee Adjustment Disclaimer; Company
      Determination Final

                    	 	
                      94

                    
	
                      SECTION
      1713.

                    	
                      When No Adjustment Required

                    	 	
                      94

                    
	
                      SECTION
      1714.

                    	
                      Equivalent Adjustments

                    	 	
                      94

                    


            

          

        

      

    

     

    
      
         


      

      
        (v)

        
          

        

      

      
         


      

    


    NEXMED,
INC.

     

    Reconciliation
and tie between the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act” or “TIA”) and the Indenture, dated as of _______ __,
20__.

     

    
      
        
          	
                  Trust
      Indenture

                	 
      
	
                  Act Section

                	
                  Indenture Section

                
	 	 
	
                  §
      310(a)(1)

                	
                  607

                
	
                  (a)(2)

                	
                  607

                
	
                  (b)

                	
                  607,
      608

                
	
                  §
      312(c)

                	
                  701

                
	
                  §
      313(a)

                	
                  702

                
	
                  (c)

                	
                  702

                
	
                  §
      314(a)

                	
                  703

                
	
                  (a)(4)

                	
                  1008

                
	
                  (c)(1)

                	
                  102

                
	
                  (c)(2)

                	
                  102

                
	
                  (e)

                	
                  102

                
	
                  §
      315(b)

                	
                  601

                
	
                  §
      316(a) (last sentence)

                	
                  101(“Outstanding”)

                
	
                  (a)(1)(A)

                	
                  502,
      512

                
	
                  (a)(1)(B)

                	
                  513

                
	
                  (b)

                	
                  508

                
	
                  §
      317(a)(1)

                	
                  503

                
	
                  (a)(2)

                	
                  504

                
	
                  §
      318(a)

                	
                  111

                
	
                  (c)

                	
                  111

                


        

      

    

     

    
      
        

      

       

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

    

     

    Attention
should also be directed to Section 318(c) of the Trust Indenture Act, which
provides that the provisions of Sections 310 to and including 317 of the Trust
Indenture Act are a part of and govern every qualified indenture, whether or not
physically contained therein.


    
      
         


      

      
        (vi)

        
          

        

      

      
         


      

    


    INDENTURE,
dated as of _________ ___, 20__, between NEXMED, INC., a corporation organized
under the laws of the State of Nevada (hereinafter called the “Company”), having
its principal office at 6330 Nancy Ridge Drive, Suite 103, San Diego, California
92121, and ___________________________, as Trustee hereunder (hereinafter called
the “Trustee”), having a Corporate Trust Office at
[____________________].

     

    RECITALS
OF THE COMPANY

     

    The
Company deems it necessary to issue from time to time for its lawful purposes
subordinated debt securities (hereinafter called the “Securities”) evidencing
its unsecured and subordinated indebtedness, and has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of the Securities, to be issued in one or more Series as provided in
this Indenture.

     

    This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act” or “TIA”), that are deemed to be incorporated
into this Indenture and shall, to the extent applicable, be governed by such
provisions.

     

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

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE
ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     

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

     

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

     

    (2)           all
other terms used herein which are defined in the TIA, either directly or by
reference therein, have the meanings assigned to them therein, and the terms
“cash transactions” and “self-liquidating paper,” as used in TIA Section 311,
shall have the meanings assigned to them in the rules of the Commission adopted
under the TIA;

     

    (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with GAAP;

     

    (4)           any
reference to an “Article” or a “Section” refers to an Article or Section, as the
case may be, of this Indenture; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    “Act,” when used with
respect to any Holder, has the meaning specified in Section 104.

     

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

     

    “Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 611 hereof to act
on behalf of the Trustee to authenticate Securities of one or more
Series.

     

    “Authorized Newspaper”
means a newspaper, printed in the English language or in an official language of
the country of publication, customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays, and of general circulation
in each place in connection with which the term is used or in the financial
community of each such place.  Whenever successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different Authorized Newspapers in the same city meeting
the foregoing requirements and in each case on any Business Day.

     

    “Bankruptcy Law” has
the meaning specified in Section 501.

     

    “Bearer Security”
means any Security established pursuant to Section 201 which is payable to the
bearer.

     

    “Board of Directors”
when used with reference to the Company, means the board of directors of the
Company, or any committee of that board duly authorized to act hereunder, or any
director or directors and/or officer or officers of the Company, to whom the
board or committee shall have duly delegated its authority.

     

    “Board Resolution”
means a copy of (1) a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors or
a duly authorized committee of the Board of Directors and to be in full force
and effect on the date of such certification, or (2) a certificate signed by the
director or directors and/or officer or officers to whom the Board of Directors
shall have duly delegated its authority, together with 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 authorizing such delegation, and, in each case, delivered to the
Trustee.

     

    “Business Day,” when
used with respect to any Place of Payment or any other particular location
referred to in this Indenture or in the Securities, means, unless otherwise
specified with respect to any Securities issued pursuant to Section 301, any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which banking institutions in that Place of Payment or particular location
are authorized or required by law, regulation or executive order to
close.

     

    
      
        
        

      

      
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    “Capital Stock” means,
with respect to any Person, any capital stock (including preferred stock),
shares, interests, participations or other ownership interests (however
designated) of such Person and any rights (other than debt securities
convertible into or exchangeable for corporate stock), warrants or options to
purchase any thereof.

     

    “Clearstream” means
Clearstream Banking Luxembourg, société anonyme, or its successor.

     

    “Closing Price” means
the closing price of a share of Common Stock of the Company as reported on the
NASDAQ Global Market.

     

    “Code” means the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder.

     

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

     

    “Common Depository”
has the meaning specified in Section 304.

     

    “Common Stock” means,
with respect to any Person, all shares of capital stock issued by such Person
other than Preferred Stock.

     

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

     

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

     

    “Constituent Person”
has the meaning specified in Section 1711.

     

    “Conversion Event”
means the cessation of use of (i) a Foreign Currency both by the government of
the country which issued such currency and for the settlement of transactions by
a central bank or other public institutions of or within the international
banking community, (ii) the ECU both within the European Monetary System and for
the settlement of transactions by public institutions of or within the European
Communities or (iii) any currency unit (or composite currency) other than the
ECU for the purposes for which it was established.

     

    “Conversion Price” has
the meaning specified in Section 1701.

     

    
      
        
        

      

      
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    “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 [____________________].

     

    “corporation” includes
corporations, associations, partnerships, companies, business trusts and
entities.

     

    “coupon” means any
interest coupon appertaining to a Bearer Security.

     

    “Covenant Defeasance”
has the meaning specified in Section 1403.

     

    “Custodian” has the
meaning specified in Section 501.

     

    “Defaulted Interest”
has the meaning specified in Section 307.

     

    “Defeasance” has the
meaning specified in Section 1402.

     

    “Distribution Record
Date” has the meaning specified in Section 1711.

     

    “Dividend Record Date”
has the meaning specified in Section 1704.

     

    “Dollar” or the sign
“$” means a
dollar or other equivalent unit in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

     

    “DTC” means The
Depository Trust Company and any successor to DTC in its capacity as depository
for any Securities.

     

    “ECU” means the
European Currency Unit as defined and revised from time to time by the Council
of the European Communities.

     

    “Euroclear” means
Morgan Guaranty Trust Company of New York, Brussels office, or its successor, as
operator of the Euroclear System.

     

    “European Communities”
means the European Economic Community, the European Coal and Steel Community and
the European Atomic Energy Community.

     

    “European Monetary
System” means the European Monetary System established by the Resolution
of December 5, 1978 of the Council of the European Communities.

     

    “Event of Default” has
the meaning specified in Article Five.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, as in force at the date as of
which this Indenture was executed; provided, however, that in the
event the Exchange Act is amended after such date, “Exchange Act” means to the
extent required by any such amendment, the Exchange Act as so
amended.

     

    “Exchange Date” has
the meaning specified in Section 304.

     

    
      
        
        

      

      
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    “FINRA” means the
Financial Industry Regulatory Authority, Inc.

     

     “Foreign Currency”
means any currency, currency unit or composite currency, including, without
limitation, the ECU issued by the government of one or more countries other than
the United States of America or by any recognized confederation or association
of such governments.

     

    “GAAP” means, except
as otherwise provided herein, generally accepted accounting principles, as in
effect from time to time, as used in the United States applied on a consistent
basis.

     

    “Global Security”
means a Security evidencing all or a part of a series of Securities issued to
and registered in the name of the depository for such series, or its nominee, in
accordance with Section 305, and bearing the legend prescribed in Section
203.

     

    “Government
Obligations” means (i) securities which are (A) direct obligations of the
United States of America or the government which issued the Foreign Currency in
which the Securities of a particular series are payable, for the payment of
which its full faith and credit is pledged or (B) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or such government which issued the Foreign Currency in
which the Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America or such other government, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and (iii) a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Government Obligation or the
specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.

     

    “Guaranty” by any
Person means any Obligation, contingent or otherwise, of such Person
guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including, without limitation, every
Obligation of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such
Indebtedness, (ii) to purchase property, securities or services for the purpose
of assuring the holder of such Indebtedness of the payment of such Indebtedness
or (iii) to maintain working capital, equity capital or other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness; provided, however, that a
Guaranty by any Person shall not include endorsements by such Person for
collection or deposit, in either case in the ordinary course of business. The
terms “Guaranteed,” “Guaranteeing” and
“Guarantor”
shall have meanings correlative to the foregoing.

     

    
      
        
        

      

      
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    “Holder” means, in the
case of a Registered Security, the Person in whose name a Security is registered
in the Security Register and, in the case of a Bearer Security, the bearer
thereof and, when used with respect to any coupon, shall mean the bearer
thereof.

     

    “Indebtedness” means,
with respect to any Person, without duplication, (i) any Obligation of such
Person relating to any indebtedness of such Person (A) for borrowed money
(whether or not the recourse of the lender is to the whole of the assets, of
such person or only to a portion thereof), (B) evidenced by notes, debentures or
similar instruments (including purchase money obligations) given in connection
with the acquisition of any property or assets (other than trade accounts
payable for inventory or similar property acquired in the ordinary course of
business), including securities, for the payment of which such Person is liable,
directly or indirectly, or the payment of which is secured by a lien, charge or
encumbrance on property or assets of such Person, (C) for goods, materials or
services purchased in the ordinary course of business (other than trade accounts
payable arising in the ordinary course of business), (D) with respect to letters
of credit or bankers acceptances issued for the account of such Person or
performance, surety or similar bonds, (E) for the payment of money relating to a
capitalized lease Obligation or (F) under interest rate swaps, caps or similar
agreements and foreign exchange contracts, currency swaps or similar agreements;
(ii) any liability of others of the kind described in the preceding clause (i),
which such Person has Guaranteed or which is otherwise its legal liability; and
(iii) any and all deferrals, renewals, extensions and refunding of, or
amendments, modifications or supplements to, any liability of the kind described
in any of the preceding clauses (i) or (ii).

     

    “Indenture” means this
instrument as originally executed or as it may be supplemented or amended from
time to time by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof, and shall include the terms of particular
series of Securities established as contemplated by Section 301; provided, however, that, if at
any time more than one Person is acting as Trustee under this instrument,
“Indenture” shall mean, with respect to any one or more series of Securities for
which such Person is Trustee, this instrument as originally executed or as it
may be supplemented or amended from time to time by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the or those particular series of Securities for
which such Person is Trustee established as contemplated by Section 301,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is Trustee, regardless of when such
terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as
such Trustee, was not a party.

     

    “Indexed Security”
means a Security the terms of which provide that the principal amount thereof
payable at Stated Maturity may be more or less than the principal face amount
thereof at original issuance.

     

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

     

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

     

    
      
        
        

      

      
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    “Make-Whole Amount,”
when used with respect to any Security, means the amount, if any, in addition to
principal (and accrued interest thereon, if any) which is required by a
Security, under the terms and conditions specified therein or as otherwise
specified as contemplated by Section 301, to be paid by the Company to the
Holder thereof in connection with any optional redemption or accelerated payment
of such Security.

     

    “mandatory sinking fund
payment” has the meaning specified in Section 1201.

     

    “Market Value of the
Distribution” has the meaning specified in Section 1704.

     

    “Maturity,” when used
with respect to any Security, means the date on which the principal (or, if the
context so requires, in the case of an Original Issue Discount Security, or
lesser amount or, in the case of an Indexed Security, an amount determined in
accordance with the specified terms of that Security) of such Security or an
installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, notice of
redemption, notice of option to elect repayment or otherwise.

     

    “Obligation” of any
Person with respect to any specified Indebtedness means any obligation of such
Person to pay principal, premium, interest (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
such Person, whether or not a claim for such post-petition interest is allowed
in such proceeding), penalties, reimbursement or indemnification amounts, fees,
expenses or other amounts relating to such Indebtedness.

     

    “Officers’
Certificate” means a certificate signed by the Chairman of the Board of
Directors, the Chief Executive Officer, the President, or a Vice President
(whether or not designated by a number or word or words added before or after
the title “Vice President”), and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     

    “Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company or who
may be an employee of or other counsel for the Company.

     

    “optional sinking fund
payment” has the meaning specified in Section 1201.

     

    “Original Issue Discount
Security” means any Security which provides for an amount (excluding any
amounts attributable to accrued but unpaid interest thereon) less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

     

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

     

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

     

    
      
        
        

      

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

     

    (iii)         Securities,
except to the extent provided in Sections 1402 and 1403, with respect to which
the Company has effected Defeasance and/or Covenant Defeasance as provided in
Article Fourteen; and

     

    (iv)         Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company.

     

    provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or are present at a meeting of Holders for
quorum purposes, and for the purpose of making the calculations required by TIA
Section 313, (i) the principal amount of an Original Issue Discount Security
that may be counted in making such determination or calculation and that shall
be deemed to be Outstanding for such purpose shall be equal to the amount of
principal thereof that would be (or shall have been declared to be) due and
payable, at the time of such determination, upon a declaration of acceleration
of the maturity thereof pursuant to Section 502, (ii) the principal amount of
any Security denominated in a Foreign Currency that may be counted in making
such determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section
301 as of the date such Security is originally issued by the Company, of the
principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent as of such date of original issuance of the amount determined
as provided in clause (i) above) of such Security, (iii) the principal amount of
any Indexed Security that may be counted in making such determination or
calculation and that shall be deemed outstanding for such purpose shall be equal
to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Security pursuant to Section 301,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities owned as provided in
clause (iv) above which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor. In case of a dispute as to such right, the
advice of counsel shall be full protection in respect of any decision made by
the Trustee in accordance with such advice.

     

    
      
        
        

      

      
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    “Paying Agent” means
any Person authorized by the Company to pay the principal of (and premium or
Make-Whole Amount, if any) or interest on any Securities or coupons on behalf of
the Company.

     

    “Payment Blockage
Notice” and “Payment Blockage
Period” have the respective meanings specified in
Section 1603.

     

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

     

    “Place of Payment,”
when used with respect to the Securities of or within any series, means the
place or places where the principal of (and premium or Make-Whole Amount, if
any) and interest on such Securities are payable as specified as contemplated by
Sections 301 and 1002.

     

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

     

    “Preferred Stock”
means, with respect to any Person, all capital stock issued by such Person that
is entitled to a preference or priority over any other capital stock issued by
such Person with respect to any distribution of such Person’s assets, whether by
dividend or upon any voluntary or involuntary liquidation, dissolution or
winding up.

     

    “Proceeding” has the
meaning specified in Section 1602.

     

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

     

    “Redemption Price,”
when used with respect to any Security to be redeemed, means the price specified
in the related Officers’ Certificate or supplemental indenture contemplated by
and pursuant to Section 301, at which it is to be redeemed pursuant to this
Indenture.

     

    “Reference Date” has
the meaning specified in Section 1704.

     

    “Registered Security”
shall mean any Security which is registered in the Security
Register.

     

    
      
        
        

      

      
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    “Regular Record Date”
for the interest payable on any Interest Payment Date on the Registered
Securities of or within any series means the date specified for that purpose as
contemplated by Section 301, whether or not a Business Day.

     

    “Repayment Date”
means, when used with respect to any Security to be repaid at the option of the
Holder, the date fixed for such repayment by or pursuant to this
Indenture.

     

    “Repayment Price”
means, when used with respect to any Security to be repaid at the option of the
Holder, the price at which it is to be repaid by or pursuant to this
Indenture.

     

    “Responsible Officer,”
when used with respect to the Trustee, means any Vice President (whether or not
designated by a number or a word or words added before or after the title “Vice
President”), Assistant Vice President, Trust Officer or Assistant Trust Officer
working in its Corporate Trust Department, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and working in its Corporate Trust Department, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of such officer’s knowledge and familiarity
with the particular subject and who shall have direct responsibility for the
administration of this Indenture.

     

    “Rights” has the
meaning specified in Section 1704.

     

    “Rights Record Date”
has the meaning specified in Section 1704.

     

    “Securities Payment”
has the meaning specified in Section 1602.

     

    “Security” and “Securities” has the
meaning stated in the first recital of this Indenture and, more particularly,
means any Security or Securities authenticated and delivered under this
Indenture; provided, however, that, if at
any time there is more than one Person acting as Trustee under this Indenture,
“Securities” with respect to the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this Indenture and shall
more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

     

    “Security Register”
and “Security
Registrar” have the respective meanings specified in Section
305.

     

    “Senior Indebtedness”
means Indebtedness of the Company, whether outstanding on the date of this
Indenture or thereafter created, incurred, assumed or guaranteed by the Company,
other than the following: (1) any Indebtedness as to which, in the instrument
evidencing such Indebtedness or pursuant to which such Indebtedness was issued,
it is expressly provided that such Indebtedness is subordinate in right of
payment to all Indebtedness of the Company not expressly subordinated to such
Indebtedness; (2) any Indebtedness which by its terms refers explicitly to the
Securities and states that such Indebtedness shall not be senior, shall be pari passu or shall be
subordinated in right of payment to the Securities; and (3) with respect to any
series of Securities, any Indebtedness of the Company evidenced by Securities of
the same or of another series. Notwithstanding anything to the contrary in the
foregoing, Senior Indebtedness shall not include: (a) Indebtedness of or amounts
owed by the Company for compensation to employees, or for goods, materials or
services purchased in the ordinary course of business, or (b) Indebtedness of
the Company to a Subsidiary of the Company.

     

    
      
        
        

      

      
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    A “Series” of Securities
means all securities denoted as part of the same series authorized by or
pursuant to a particular Board Resolution.

     

    “Short Term Rights”
has the meaning specified in Section 1704.

     

    “Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (as
defined in Article I, Rule 1-02 of Regulation S-X, promulgated under the
Securities Act of 1933, as amended) of the Company.

     

    “Special Record Date”
for the payment of any Defaulted Interest on the Registered Securities of or
within any series means a date fixed by the Company pursuant to Section
307.

     

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

     

    “Subsidiary” means,
with respect to any Person, any corporation, limited liability company,
partnership or other entity of which a majority of (i) the voting power of the
voting equity securities or (ii) the outstanding equity interests are owned,
directly or indirectly, by such Person.  For the purposes of this
definition, “voting equity securities” means equity securities having voting
power for the election of directors, whether at all times or only so long as no
senior class of security has such voting power by reason of any
contingency.

     

    “Trading Day” means
any day on which the NASDAQ Global Market is open for
business.

     

    “Trigger Events” has
the meaning specified in Section 1704.

     

    “Trust Indenture Act”
or “TIA” means
the Trust Indenture Act of 1939, as amended and as in force at the date as of
which this Indenture was executed, except as provided in Section
905.

     

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

     

    “Unadjusted
Distribution” has the meaning specified in Section 1704.

     

    “United States” means,
unless otherwise specified with respect to any Securities pursuant to Section
301, the United States of America (including the states and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction.

     

    
      
        
        

      

      
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    “United States Person”
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or an estate or trust the income of which is subject
to United States Federal income taxation regardless of its source.

     

    “Yield to Maturity”
means the yield to maturity, computed at the time of issuance of a Security (or,
if applicable, at the most recent redetermination of interest on such Security)
and as set forth in such Security in accordance with generally accepted United
States bond yield computation principles.

     

    SECTION
102.                  
Compliance
Certificates and Opinions.  Upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
an Officers’ Certificate stating that all conditions precedent, if any, 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, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (including certificates delivered pursuant to
Section 1008) shall include:

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    SECTION
104.                   Acts of
Holders.

     

    (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of the
Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing.  If Securities of a series are issuable as Bearer Securities,
any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such
record.  Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments or so voting
at any such meeting.  Proof of execution of any such instrument or of
a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section.  The record
of any meeting of Holders of Securities shall be proved in the manner provided
in Section 1506.

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (c)           The
ownership of Registered Securities shall be proved by the Security
Register.  As to any matter relating to beneficial ownership interests
in any Global Security, the appropriate depository’s records shall be
dispositive for purposes of this Indenture.

     

    (d)           The
ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed, as depository, by any trust company,
bank, banker or other depository, wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such Person had on deposit with such depository, or exhibited to it,
the Bearer Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be
satisfactory.  The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other
Person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding.  The
ownership of Bearer Securities may also be proved in any other manner which the
Trustee deems sufficient.

     

    (e)           If
the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, in or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so.  Notwithstanding TIA
Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is
completed.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that
no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than eleven months after the record
date.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    SECTION
105.                   Notices, etc., to Trustee
and Company.  Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

     

    (1)           the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at [_________________________] or at any other address previously furnished in
writing to the Company by the Trustee, Attention: [__________]; or

     

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

     

    (3)           either
the Trustee or the Company, by the other party or by any Holder, shall be
sufficient for every purpose hereunder if given by facsimile transmission,
receipt confirmed by telephone followed by an original copy delivered by
guaranteed overnight courier; if to the Trustee at facsimile number
[__________]; and if to the Company at facsimile number
[__________].

     

    SECTION
106.                   Notice to Holders;
Waiver.  Where
this Indenture provides for notice of any event to Holders of Registered
Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
if any, and not earlier than the earliest date, if any, prescribed for the
giving of such notice.  In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.  Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.

     

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

     

    Except as
otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to
Holders of Bearer Securities of any event, such notice shall be sufficiently
given if published in an Authorized Newspaper in The City of New York and in
such other city or cities as may be specified in such Securities on a Business
Day, such publication to be not later than the latest date, if any, and not
earlier than the earliest date, if any, prescribed for the giving of such
notice.  Any such notice shall be deemed to have been given on the
date of such publication or, if published more than once, on the date of the
first such publication.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    If by
reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder.  Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided
herein.

     

    Any
request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of
publication.

     

    Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     

    SECTION
107.                   Counterparts; Effect of
Headings and Table of Contents.  This
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Indenture.  The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     

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

     

    SECTION
109.                   Severability
Clause.  In
case any provision in this Indenture or in any Security or coupon shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby.

     

    SECTION
110.                   Benefits of
Indenture.  Nothing
in this Indenture or in the Securities or coupons, if any, express or implied,
shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent and their successors hereunder and
the Holders any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     

    SECTION
111.                   Governing
Law.  This
Indenture and the Securities and coupons shall be governed by and construed in
accordance with the laws of [____________].  This Indenture is subject
to the provisions of the TIA that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such
provisions.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    SECTION
112.                   Legal
Holidays.  In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Security or the last date on which a Holder has the right to
convert or exchange a Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or principal (and premium or Make-Whole Amount, if any) or conversion
or exchange of such Security need not be made at such Place of Payment on such
date, but (except as otherwise provided in the supplemental indenture with
respect to such Security) may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity, or on such last day for conversion or
exchange, provided that no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be.

     

    SECTION
113.                   Limited Liability; Immunity
of Stockholders, Directors, Officers and Agents of the
Company.  Notwithstanding any other provision of this Indenture
or of the Securities of any series to the contrary, no recourse under or upon
any obligation, covenant or agreement contained in this Indenture or in any
Security, or for the payment of any sums due on account of any indebtedness
evidenced thereby, including without limitation principal, premium or interest,
if any, or for any claim based on this Indenture or any Security or otherwise in
respect of this Indenture or any Security, shall be had, whether by levy or
execution or otherwise, against (i) the Company, the Company’s assets or against
any past, present or future stockholder, employee, officer, director or agent,
as such, of the Company or any successor, either directly or through the Company
or any successor, under any rule of law, statute, constitutional provision or by
the enforcement of any assessment or penalty, or by any legal or equitable
proceeding or otherwise, nor shall any such parties be personally liable for any
such amounts, obligations or claims, or liable for any deficiency judgment based
thereon or with respect thereto, it being expressly understood that the sole
remedies hereunder or under any other document with respect to the Securities
against such parties with respect to such amounts, obligations or claims shall
be against the Company and that all such liability of and recourse against such
parties is expressly waived and released by the acceptance of the Securities by
the Holders and as part of the consideration for the issue of the
Securities.

     

    SECTION
114.                   Conflict with Trust
Indenture Act.  If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required or deemed to be
included in this Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.  If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may
be.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
TWO - SECURITIES FORMS

     

    SECTION
201.                   Forms of
Securities.  The Registered Securities, if any, of each series
and the Bearer Securities, if any, of each series and related coupons shall be
substantially in the form of Exhibit A hereto or
in such other form as shall be established in one or more indentures
supplemental hereto or approved from time to time by or pursuant to a Board
Resolution in accordance with Section 301, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements placed 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 over-the-counter market or
securities exchange, on which the Securities may be quoted or listed, or to
conform to usage.

     

    Unless
otherwise specified as contemplated by Section 301, Bearer Securities shall have
interest coupons attached.

     

    The
definitive Securities and coupons shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or steel
engraved borders or mechanically reproduced on safety paper or may be produced
in any other manner, all as determined by the officers executing such Securities
or coupons, as evidenced by their execution of such Securities or
coupons.

     

    SECTION
202.                   Form of Trustee’s
Certificate of Authentication.  Subject to Section 611, the
Trustee’s certificate of authentication shall be in substantially the following
form:

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	 
      	 
      	,
	 
      	 
      	 
      	
                                as
      Trustee

                              	 
	 
      	 
      	 
      	 
      	 
      	 
	
                                Dated: 

                              	 
      	 
      	
                                By:

                              	 
      
	 
      	 
      	 
      	 
      	
                                Authorized
      Signatory

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    SECTION
203.                   Securities Issuable in
Global Form.  If Securities of or within a series are issuable
in the form of one or more Global Securities, then, notwithstanding clause (8)
of Section 301 and the provisions of Section 302, any such Global Security or
Securities may provide that it or they shall represent the aggregate amount of
all Outstanding Securities of such series (or such lesser amount as is permitted
by the terms thereof) from time to time endorsed thereon and may also provide
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect
exchanges.  Any endorsement of any Global Security to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders thereof, of Outstanding Securities represented thereby shall be made (or
caused to be made) by the Trustee in such manner or by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or 304.  Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Global Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order.  If a Company Order pursuant to Section 303
or 304 has been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or delivery or redelivery of a Global
Security shall be in writing but need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    The
provisions of the last sentence of Section 303 shall apply to any Security
represented by a Global Security if such Security was never issued and sold by
the Company and the Company delivers to the Trustee the Global Security together
with written instructions (which need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.

     

    Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated by
Section 301, payment of principal of and any premium or Make-Whole Amount, if
any, and interest on any Global Security in permanent global form shall be made
to the registered Holder thereof.

     

    Notwithstanding
the provisions of Section 308 and except as provided in the preceding paragraph,
the Company, the Trustee and any agent of the Company and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent Global Security (i) in the case of a permanent Global
Security in registered form, the Holder of such permanent Global Security in
registered form, or (ii) in the case of a permanent Global Security in bearer
form, Euroclear or Clearstream.

     

    Any
Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:

     

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

     

    ARTICLE
THREE - THE SECURITIES

     

    SECTION
301.                  
Amount Unlimited;
Issuable in Series.  The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    The
Securities may be issued in one or more series, each of which shall be
authorized pursuant to Board Resolutions of the Company.  There shall
be established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 303, set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

     

    (1)           The
title of the Securities of the series, including “CUSIP” numbers (which shall
distinguish the Securities of such series from all other series of
Securities);

     

    (2)           Any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or upon conversion
of, or in exchange for, or in lieu of, other Securities of the series pursuant
to Section 304, 305, 306, 906, 1107 or 1305) and the minimum authorized
denominations with respect to the Securities of such series;

     

    (3)           The
price (expressed as a percentage of the principal amount thereof) at which such
Securities will be issued and, if other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of acceleration
of the maturity thereof or (if applicable) the portion of the principal amount
of such Securities that is convertible into Common Stock or the method by which
any such portion shall be determined.

     

    (4)           If
convertible, the terms on which such Securities are convertible, including the
initial conversion price or rate and the conversion period and any applicable
limitations on the ownership or transferability of Common Stock or Preferred
Stock receivable on conversion;

     

    (5)           The
date or dates, or the method for determining such date or dates, on which the
principal of such Securities will be payable;

     

    (6)           The
rate or rates (which may be fixed or variable), or the method by which such rate
or rates shall be determined, at which such Securities will bear interest, if
any;

     

    (7)           The
date or dates, or the method for determining such date or dates, from which any
such interest will accrue, the Interest Payment Dates on which any such interest
will be payable, the Regular Record Dates for such Interest Payment Dates, or
the method by which such dates shall be determined, the Persons to whom such
interest shall be payable, and the basis upon which interest shall be calculated
if other than that of a 360-day year of twelve 30-day months;

     

    (8)           The
Make-Whole Amount, if any, or method for determining the Make-Whole Amount, if
any, payable with respect to such Securities, and the terms upon which such
amount, if any, will be payable;

     

    (9)           The
place or places where the principal of (and premium or Make-Whole Amount, if
any) and interest, if any, on such Securities will be payable, where such
Securities may be surrendered for registration of transfer or conversion or
exchange and where notices or demands to or upon the Company in respect of such
Securities and this Indenture may be served;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (10)           The
period or periods, if any, within which, the price or prices at which and the
other terms and conditions upon which such Securities may, pursuant to any
optional or mandatory redemption provisions, be redeemed, as a whole or in part,
at the option of the Company;

     

    (11)           The
obligation, if any, of the Company to redeem, repay or purchase such Securities
pursuant to any sinking fund or analogous provision or at the option of a Holder
thereof, and the period or periods within which, the price or prices at which
and the other terms and conditions upon which such Securities will be redeemed,
repaid or purchased, as a whole or in part, pursuant to such
obligation;

     

    (12)           If
other than Dollars, the currency or currencies in which such Securities are
denominated and payable, which may be a foreign currency or units of two or more
foreign currencies or a composite currency or currencies, the manner of
determining the equivalent thereof in Dollars for purposes of the definition of
“Outstanding” in Section 101, and the terms and conditions relating
thereto;

     

    (13)           Whether
the amount of payments of principal of (and premium or Make-Whole Amount, if
any, including any amount due upon redemption, if any) or interest on such
Securities may be determined with reference to an index, formula or other method
(which index, formula or method may, but need not be, based on the yield on or
trading price of other securities, including United States Treasury securities
or on a currency, currencies, currency unit or units, or composite currency or
currencies) and the manner in which such amounts shall be
determined;

     

    (14)           Whether
the principal of (and premium or Make-Whole Amount, if any) or interest on the
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which such Securities are denominated
or stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made, and the time and manner of,
and identity of the exchange rate agent with responsibility for, determining the
exchange rate between the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are denominated or
stated to be payable and the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are to be so
payable;

     

    (15)           Provisions,
if any, granting special rights to the Holders of Securities of the series upon
the occurrence of such events as may be specified;

     

    (16)           Any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the series, whether or
not such Events of Default or covenants are consistent with the Events of
Default or covenants set forth herein;

     

    
      
        
        

      

      
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    (17)           Whether
and under what circumstances the Company will pay any additional amounts on such
Securities in respect of any tax, assessment or governmental charge and, if so,
whether the Company will have the option to redeem such Securities in lieu of
making such payment;

     

    (18)           Whether
Securities of the series are to be issuable as Registered Securities, Bearer
Securities (with or without coupons) or both, any restrictions applicable to the
offer, sale or delivery of Bearer Securities and the terms upon which Bearer
Securities of the series may be exchanged for Registered Securities of the
series and vice versa (if permitted by applicable laws and regulations), whether
any Securities of the series are to be issuable initially in temporary global
form and whether any Securities of the series are to be issuable in permanent
global form with or without coupons and, if so, whether beneficial owners of
interests in any such permanent global Security may, or shall be required to,
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may, or shall be required to, occur, if other than in the manner
provided in the Indenture, and, if Registered Securities of the series are to be
issuable as a Global Security, the identity of the depository for such
series;

     

    (19)           The
date as of which any Bearer Securities of the series and any temporary Global
Security representing outstanding Securities of the series shall be dated if
other than the date of original issuance of the first Security of the series to
be issued;

     

    (20)           The
Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary Global Security on an Interest Payment Date will be paid
if other than in the manner provided herein; provided, however, in each
case, that the manner of determining such Person or making such payment shall be
acceptable to the Trustee (as not imposing on it any undue administrative burden
or risk of liability);

     

    (21)           The
applicability, if any, of the Defeasance and Covenant Defeasance provisions of
Article Fourteen hereof to the Securities of the series;

     

    (22)           The
obligation, if any, of the Company to permit the conversion of the Securities of
such series into Common Stock or Preferred Stock, as the case may be, and the
terms and conditions upon which such conversion shall be effected (including,
without limitation, the initial conversion price or rate, the conversion period,
any adjustment of the applicable conversion price and any requirements relative
to the reservation of such shares for purposes of conversion);

     

    (23)           If
the Securities of such series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security of such series)
only upon receipt of certain certificates or other documents or satisfaction of
other conditions, then the form and/or terms of such certificates, documents or
conditions;

     

    
      
        
        

      

      
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    (24)           Designation
of the Trustee, if different from the Trustee under the Indenture, with respect
to such series and the terms applicable to such Trustee (which shall be accepted
by such Trustee by its execution and delivery of a supplemental indenture as
provided therein); and

     

    (25)           Any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture).

     

    All
Securities of any one series and the coupons appertaining to any Bearer
Securities of such series shall be substantially identical except, in the case
of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers’ Certificate or in any such indenture supplemental
hereto.  All Securities of any one series need not be issued at the
same time and, unless otherwise provided, a series may be reopened, without the
consent of the Holders, for issuances of additional Securities of such
series.

     

    If any of
the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions, a copy of an appropriate record of
such action(s) 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 Securities of such
series.

     

    SECTION
302.                   Denominations.  The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 301.  With respect to Securities
of any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Securities of such series, other
than Global Securities (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof or the equivalent
amounts thereof in the case of Securities denominated in the Foreign Currency or
currency unit.

     

    SECTION
303.                   Execution, Authentication,
Delivery and Dating.  The Securities and any coupons
appertaining thereto shall be executed on behalf of the Company by its Chairman
of the Board, its Chief Executive Officer, its President, or one of its Vice
Presidents, under its corporate seal reproduced thereon, and attested by its
Secretary or one of its Assistant Secretaries.  The signature of any
of these officers on the Securities and coupons may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities.

     

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

     

    
      
        
        

      

      
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    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series, together with any coupon
appertaining thereto, executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities (accompanied by a copy of the Board Resolution and the Officers’
Certificate or supplemental indenture contemplated by Section 301), and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities; provided, however, that, in
connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further that, unless
otherwise specified with respect to any series of Securities pursuant to Section
301, a Bearer Security may be delivered in connection with its original issuance
only if the Person entitled to receive such Bearer Security shall have furnished
a certificate to Euroclear or Clearstream, as the case may be, in the form set
forth in Exhibit
B-1 to this Indenture or such other certificate as may be specified by
the Company with respect to any series of Securities pursuant to Section 301,
dated no earlier than 15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary Security and this Indenture.  If any Security shall be
represented by a permanent Global Security, then, for purposes of this Section
and Section 304, the notation of a beneficial owner’s interest therein upon
original issuance of such Security or upon exchange of a portion of a temporary
Global Security shall be deemed to be delivery in connection with its original
issuance of such beneficial owner’s interest in such permanent Global
Security.  Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and canceled.

     

    If all
the Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate or formula, maturity date, date of
issuance and date from which interest shall accrue.  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 TIA Section 315(a) through 315(d)) shall be fully
protected in relying upon,

     

    (i)           an
Opinion of Counsel stating that

     

    (a)           the
form or forms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture;

     

    (b)           the
terms of such Securities and any coupons have been established in conformity
with the provisions of this Indenture; and

     

    (c)           such
Securities, together with any coupons appertaining thereto, when completed by
appropriate insertions and executed and delivered by the Company to the Trustee
for authentication in accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization and other similar
laws of general applicability relating to or affecting the enforcement of
creditors’ rights generally and to general equitable principles;
and

     

    
      
        
        

      

      
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    (ii)           an
Officers’ Certificate stating that all conditions precedent provided for in this
Indenture relating to the issuance of the Securities have been complied with and
that, to the best of the knowledge of the signers of such certificate, that no
Event of Default with respect to any of the Securities shall have occurred and
be continuing.

     

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

     

    Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Officers’ Certificate otherwise required pursuant to
Section 301 or a Company Order, or an Opinion of Counsel or an Officers’
Certificate otherwise required pursuant to the preceding paragraph at the time
of issuance of each Security of such series, but such order, opinion and
certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

     

    Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

     

    No
Security or coupon shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security or
Security to which such coupon appertains a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee
(subject to Section 611) by manual signature of an authorized signatory, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.  Notwithstanding
the foregoing, if any Security (including a Global Security) shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309 together with a written statement (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

     

    
      
        
        

      

      
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    SECTION
304.                   Temporary Securities.

     

    (a)           Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, in registered
form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.  In the
case of Securities of any series, such temporary Securities may be in global
form.

     

    Except in
the case of temporary Global Securities (which shall be exchanged as otherwise
provided herein or as otherwise provided in or pursuant to a Board Resolution or
supplemental indenture pursuant to Section 301), if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay.  After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the
Holder.  Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any non-matured coupons appertaining
thereto), the Company shall execute (in accordance with a Company Order
delivered at or prior to the authentication of the first definitive security to
such series) and the Trustee shall authenticate and deliver in exchange therefor
a like principal amount of definitive Securities of the same series of
authorized denominations; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section
303.  Until so exchanged, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

     

    (b)           Unless
otherwise provided in or pursuant to a Board Resolution or supplemental
indenture pursuant to Section 301, the following provisions of this Section
304(b) shall govern the exchange of temporary Securities other than through the
facilities of the DTC.  If any such temporary Security is issued in
global form, then such temporary Global Security shall, unless otherwise
provided therein, be delivered to the London office of a depository or common
depository upon and pursuant to written direction of the Company (the “Common
Depository”), for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

     

    
      
        
        

      

      
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    Without
unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary Global Security (the
“Exchange Date”), the Company shall deliver to the Trustee definitive
Securities, in aggregate principal amount equal to the principal amount of such
temporary Global Security, executed by the Company.  On or after the
Exchange Date, such temporary Global Security shall be surrendered by the Common
Depository to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary Global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary Global Security to be
exchanged.  The definitive Securities to be delivered in exchange for
any such temporary Global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof (as directed by or pursuant to information provided by the Common
Depository); provided, however, that, unless
otherwise specified in such temporary Global Security, upon such presentation by
the Common Depository, such temporary Global Security shall be accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary Global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary Global Security held
for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this
Indenture or in such other form as may be established pursuant to Section 301;
and provided
further that
definitive Bearer Securities shall be delivered in exchange for a portion of a
temporary Global Security only in compliance with the requirements of Section
303.

     

    Unless
otherwise specified in such temporary Global Security, the interest of a
beneficial owner of Securities of a series in a temporary Global Security shall
be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit B-1 to this
Indenture (or in such other form as may be established pursuant to Section 301),
dated no earlier than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the offices of Euroclear and Clearstream,
the Trustee, any Authenticating Agent appointed for such series of Securities
and each Paying Agent.  Unless otherwise specified in such temporary
Global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or
Clearstream.  Definitive Securities in bearer form to be delivered in
exchange for any portion of a temporary Global Security shall be delivered only
to an address located outside the United States.

     

    Until
exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary Global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and Clearstream on such
Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee
of a certificate or certificates in the form set forth in Exhibit B-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary Global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth as Exhibit B-1 to this
Indenture (or in such other forms as may be established pursuant to Section
301).  Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary Global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners.  Except as otherwise provided
in this paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary Global Security will be made unless and until
such interest in such temporary Global Security shall have been exchanged for an
interest in a definitive Security.  Any interest so received by
Euroclear and Clearstream and not paid as herein provided shall be returned to
the Trustee prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company.

     

    
      
        
        

      

      
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    With
respect to Exhibit B-1 or B-2 to this Indenture, the Company may, in its
discretion and if required or desirable under applicable law, substitute one or
more other forms of such exhibits for such exhibits, eliminate the requirement
that any or all certificate be provided, or change the time that any certificate
may be required, provided that such substitute
form or forms or notice of elimination or change of such certification
requirement have theretofore been delivered to the Trustee with a Company
Request and such form or forms, elimination or change is reasonably acceptable
to the Trustee.

     

    SECTION
305.                   Registration, Registration
of Transfer, Conversion and Exchange.  The Company shall cause
to be kept at the Corporate Trust Office of the Trustee or in any office or
agency of the Company in a Place of Payment a register for each series of
Securities (the registers maintained in such office or in any such office or
agency of the Company in a Place of Payment being herein sometimes referred to
collectively as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Registered Securities and of transfers of Registered
Securities.  The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time.  The Trustee, at its Corporate Trust Office, is hereby initially
appointed “Security Registrar” for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided.  In the event that the Trustee shall cease to be
Security Registrar, it shall have the right to examine, and be provided a copy
of, the Security Register at all reasonable times.

     

    Subject
to the provisions of this Section 305, upon surrender for registration of
transfer of any Registered Security of any series at any office or agency of the
Company in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal
amount, bearing a number not contemporaneously outstanding, and containing
identical terms and provisions.

     

    
      
        
        

      

      
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    Subject
to the provisions of this Section 305, at the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of the
same series, of any authorized denomination or denominations and of a like
aggregate principal amount, containing identical terms and provisions, upon
surrender of the Registered Securities to be exchanged at any such office or
agency.  Whenever any such Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.  Unless otherwise specified with respect to any
series of Securities as contemplated by Section 301, Bearer Securities may not
be issued in exchange for Registered Securities.

     

    If (but
only if) permitted by the applicable Board Resolution and (subject to Section
303) set forth in the applicable Officers’ Certificate, or in any indenture
supplemental hereto, delivered as contemplated by Section 301, at the option of
the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining.  If the Holder of a
Bearer Security is unable to produce any such unmatured coupon or coupons or
matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company (or to the Trustee for the Security in case of matured coupons in
default) in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent
harmless.  If thereafter the Holder of such Security shall surrender
to any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except
as otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States.  Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on
(i) any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.  Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to
receive.

     

    
      
        
        

      

      
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    Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301, any
permanent Global Security shall be exchangeable only as provided in this
paragraph.  If the depository for any permanent Global Security is
DTC, then, unless the terms of such Global Security expressly permit such Global
Security to be exchanged in whole or in part for definitive Securities, a Global
Security may be transferred, in whole but not in part, only to a nominee of DTC,
or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security
selected or approved by the Company or to a nominee of such successor to
DTC.  If at any time DTC notifies the Company that it is unwilling or
unable to continue as depository for the applicable Global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Exchange Act if so required by applicable law or regulation, the Company
shall appoint a successor depository with respect to such Global Security or
Securities.  If (w) a successor depository for such Global Security or
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or
ineligibility, (x) the Company delivers to the Trustee for Securities of such
series in registered form a Company Order stating that the Securities of such
series shall be exchangeable, (y) an Event of Default has occurred and is
continuing and the beneficial owners representing a majority in principal amount
of the applicable series of Securities represented by such Global Security or
Securities advise DTC to cease acting as depository for such Global Security or
Securities or (z) the Company, in its sole discretion, determines at any time
that all Outstanding Securities (but not less than all) of any series issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities, then the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities of
like series, rank, tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such Global Security or
Securities.  If any beneficial owner of an interest in a permanent
global Security is otherwise entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent Global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities in
aggregate principal amount equal to the principal amount of such beneficial
owner’s interest in such permanent Global Security.  On or after the
earliest date on which such interests may be so exchanged, such permanent Global
Security shall be surrendered for exchange by DTC or such other depository as
shall be specified in the Company Order with respect thereto to the Trustee, as
the Company’s agent for such purpose; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided further that no
Bearer Security delivered in exchange for a portion of a permanent Global
Security shall be mailed or otherwise delivered to any location in the United
States.  If a Registered Security is issued in exchange for any
portion of a permanent Global Security after the close of business at the office
or agency where such exchange occurs on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and the opening of business at
such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent Global
Security is payable in accordance with the provisions of this
Indenture.

     

    
      
        
        

      

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

     

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

     

    No
service charge shall be made to the Holder for any registration of transfer or
conversion or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or conversion or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer.

     

    The
Company or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security if such Security may be among
those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption, or (iv)
to issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

     

    Furthermore,
notwithstanding any other provision of this Section 305, the Company will not be
required to exchange any Securities if, as a result of the exchange, the Company
would suffer adverse consequences under any United States law or
regulation.

     

    SECTION
306.                   Mutilated, Destroyed, Lost
and Stolen Securities.  If any mutilated Security or a Security
with a mutilated coupon appertaining to it is surrendered to the Trustee or the
Company, together with, in proper cases, such security or indemnity as may be
required by the Company or the Trustee to save each of them or any agent of
either of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and principal amount, containing identical terms and provisions and bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security.

     

    
      
        
        

      

      
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    If there
shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or coupon has been acquired by a bona
fide purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not destroyed, lost or stolen), a new
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains.

     

    Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any, appertaining to
such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains, pay such Security or coupon if the
applicant for such payment shall furnish to the Company and the Trustee for such
Security such security or indemnity as may be required by them to save each of
them harmless, and in the case of destruction, loss or theft, evidence
satisfactory to the Company and Trustee and any agent of any of them of the
destruction, loss or theft of such Security and the ownership thereof; provided, however, that payment
of principal of (and premium or Make-Whole Amount, if any), and interest, if
any, on, Bearer Securities shall, except as otherwise provided in Section 1002,
be payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    SECTION
307.                   Payment of Interest;
Interest Rights Preserved.  Except as otherwise specified with
respect to a series of Securities in accordance with the provisions of Section
301, interest on any Registered Security that is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment at the office or agency of the Company maintained for such purpose
pursuant to Section 1002; provided, however, that each
installment of interest on any Registered Security may at the Company’s option
be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 308, to the address of
such Person as it appears on the Security Register or (ii) transfer to an
account maintained by the payee located inside the United States.

     

    Unless
otherwise provided as contemplated by Section 301 with respect to the Securities
of any series, payment of interest may be made, in the case of a Bearer
Security, by transfer to an account maintained by the payee with a bank located
outside the United States.

     

    Unless
otherwise provided as contemplated by Section 301, every permanent Global
Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with
respect to that portion of such permanent Global Security held for its account
by Cede & Co. or the Common Depository, as the case may be, for the purpose
of permitting such party to credit the interest received by it in respect of
such permanent Global Security to the accounts of the beneficial owners
thereof.

     

    In case a
Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency in a
Place of Payment for such series) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

     

    Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, any interest on any Registered Security of any
series that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the registered Holder thereof on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:

     

    
      
        
        

      

      
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    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment (which shall not be
less than 20 days after such notice is received by the Trustee), and at the same
time the Company shall deposit with the Trustee an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
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
on or prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Registered Securities of such series at his address as it appears in
the Security Register not less than 10 days prior to such Special Record
Date.  The Trustee may, in its discretion, in the name and at the
expense of the Company, cause a similar notice to be published at least once in
an Authorized Newspaper in each Place of Payment, but such publications shall
not be a condition precedent to the establishment of 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 the Registered Securities
of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).  In case a Bearer Security of
any series is surrendered at the office or agency in a Place of Payment for such
series in exchange for a Registered Security of such series after the close of
business at such office or agency on any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such proposed date of payment and Defaulted Interest will
not be payable on such proposed date of payment in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.

     

    (2)           The
Company may make payment of any Defaulted Interest on the Registered Securities
of any series in any other lawful manner not inconsistent with the requirements
of any over-the-counter market or securities exchange on which such Securities
may be quoted or listed, and upon such notice as may be required by such market
or 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.

     

    Subject
to the foregoing provisions of this Section and Section 305, each Security
delivered under this Indenture upon registration of transfer of or upon
conversion of or in exchange for or in lieu of any other Security shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.

     

    
      
        
        

      

      
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    SECTION
308.                   Persons Deemed
Owners.  Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium or Make-Whole Amount, if any), and (subject to
Sections 305 and 307) interest on, such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.  All such payments so
made to any such Person, or upon such Person’s order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for money payable upon any such Security.

     

    Title to
any Bearer Security and any coupons appertaining thereto shall pass by
delivery.  The Company, the Trustee and any agent of the Company or
the Trustee may treat the Holder of any Bearer Security and the Holder of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     

    No holder
of any beneficial interest in any Global Security held on its behalf by a
depository shall have any rights under this Indenture with respect to such
Global Security and such depository (which is the Holder of such security) shall
be treated by the Company, the Trustee, and any agent of the Company or the
Trustee as the owner of such Global Security for all purposes
whatsoever.   None of the Company, the Trustee, any Paying Agent
or the Security Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests.

     

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

     

    SECTION
309.                   Cancellation.  All
Securities and coupons surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or conversion or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities and
coupons and Securities and coupons surrendered directly to the Trustee for any
such purpose, upon direction by the Company, shall be promptly cancelled by
it.  The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee.  If the Company shall so 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 surrendered to the Trustee for cancellation.  No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture.  Cancelled Securities and coupons held by the Trustee shall
be disposed of by the Trustee in accordance with its customary practices
(subject to the record retention requirements of the Exchange Act).

     

    
      
        
        

      

      
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    SECTION
310.                   Computation of
Interest.  Except as otherwise specified as contemplated by
Section 301 with respect to Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.

     

    SECTION
311.                   CUSIP
Numbers.  The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee of any change in the “CUSIP” numbers.

     

    ARTICLE
FOUR - SATISFACTION AND DISCHARGE

     

    SECTION
401.                   Satisfaction and Discharge
of Indenture.  This Indenture shall upon Company Request cease
to be of further effect with respect to any series of Securities specified in
such Company Request (except as to any surviving rights of registration of
transfer or conversion or exchange of Securities of such series herein expressly
provided for), and the Trustee, upon receipt of a Company Order, and at the
expense of the Company, shall execute instruments in form and substance
satisfactory to the Trustee and the Company acknowledging satisfaction and
discharge of this Indenture as to such series when

     

    (1)           either

     

    (A)           all
Securities of such series theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and
maturing after such exchange, whose surrender is not required or has been waived
as provided in Section 305, (ii) Securities and coupons of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306, (iii) coupons appertaining to Securities called for
redemption and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 1106, and (iv) Securities and coupons of such
series for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 1003) have been delivered
to the Trustee for cancellation; or

     

    
      
        
        

      

      
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    (B)           all
Securities of such series and, in the case of (i) or (ii) below, any coupons
appertaining thereto not theretofore delivered to the Trustee for
cancellation

     

    (i)         
   have become due and payable, or

     

    (ii)         
  will become due and payable at their Stated Maturity within one
year, or

     

    (iii)           if
redeemable at the option of the Company, are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the
Company,

     

    and the
Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities and
such coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium or Make-Whole Amount, if any) and interest to the date of
such deposit (in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be;

     

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

     

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

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee and any predecessor Trustee under Section 606, the obligations of
the Company to any Authenticating Agent under Section 611 and, if money shall
have been deposited with and held by the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive such satisfaction and
discharge.

     

    SECTION
402.                   Application of Trust
Funds.  Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to Section 401 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium or Make-Whole Amount, if any), and any interest for whose payment
such money has been deposited with or received by the Trustee, but such money
need not be segregated from other funds except to the extent required by
law.

     

    
      
        
        

      

      
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    ARTICLE
FIVE - REMEDIES

     

    SECTION
501.                   Events of
Default.  “Event of Default,” wherever used herein with respect
to any particular series of Securities, means any one of the following events
(whatever the reason for such Event of Default and whether or not it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     

    (1)           default
in the payment of any interest on any Security of that series or of any coupon
appertaining thereto, when such interest or coupon becomes due and payable, and
continuance of such default for a period of 30 days; or

     

    (2)           default
in the payment of the principal of (or premium or Make-Whole Amount, if any, on)
any Security of that series when it becomes due and payable at its Maturity;
or

     

    (3)           default
in the deposit of any sinking fund payment, to the extent applicable to such
series of Securities, when and as due by the terms of any Security of that
series; or

     

    (4)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture with respect to any Security of that series (other than a
covenant or warranty a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with or which has expressly been included in
this Indenture solely for the benefit of a series of Securities other than that
series), and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or

     

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

     

    (A)           commences
a voluntary case,

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (7)           any
other Event of Default provided with respect to Securities of that
series.

     

    As used
in this Section 501, the term “Bankruptcy Law” means title 11, U.S. Code or any
similar Federal or state law for the relief of debtors and the term “Custodian”
means any receiver, trustee, assignee, liquidator or other similar official
under any Bankruptcy Law.

     

    SECTION
502.                   Acceleration of Maturity;
Rescission and Annulment.  If an Event of Default with respect
to Securities of any series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if Securities of that Series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities of that series to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
or specified portion thereof shall become immediately due and
payable.

     

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

     

    (1)           the
Company has paid or deposited with the Trustee a sum sufficient to pay in the
currency, currency unit or composite currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series):

     

    (A)           all
overdue installments of interest on all Outstanding Securities of that series
and any related coupons,

     

    (B)           the
principal of (and premium or Make-Whole Amount, if any, on) any Outstanding
Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates borne by
or provided for in such Securities,


    
      
         


      

      
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     (C)        to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest at the rate or rates borne by or provided for in such
Securities, and

     

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

     

    (2)           all
Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of (or premium or Make-Whole Amount, if any) or
interest on Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
513.

     

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

     

    SECTION
503.                   Collection of Indebtedness
and Suits for Enforcement by Trustee.  The
Company covenants that if:

     

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

     

    (2)           default
is made in the payment of the principal of (or premium or Make-Whole Amount, if
any, on) any Security of any series at its Maturity,

     

    then the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of
the Holders of such Securities of such series and coupons, the whole amount then
due and payable on such Securities and coupons for principal (and premium or
Make-Whole Amount, if any) and interest, with interest upon any overdue
principal (and premium or Make-Whole Amount, if any) and, to the extent that
payment of such interest shall be legally enforceable, upon any overdue
installments of interest at the rate or rates borne by or provided for in such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

     

    If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities of such 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 any other obligor upon such Securities of such
series, wherever situated.

     

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


    
      
         


      

      
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    SECTION
504.                   Trustee May File Proofs of
Claim.  In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium or Make-Whole Amount,
if any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

     

    (i)    
      to file and prove a claim for the whole
amount, or such lesser amount as may be provided for in the Securities of such
series, of principal (and premium or Make-Whole Amount, if any) and interest
owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and

     

    (ii)    
     to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the
same;

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder of Securities of such series and coupons to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee
and any predecessor Trustee, their agents and counsel, and any other amounts due
the Trustee or any predecessor Trustee under Section 606.

     

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

     

    In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party) the Trustee shall be held to represent all the Holders of the
Securities, and it shall not be necessary to make any Holders of the Securities
parties to any such proceedings.


    
      
         


      

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

     

    SECTION
506.                   Application of Money
Collected.  Any
money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium or Make-Whole
Amount, if any) or interest, upon presentation of the Securities or coupons, or
both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

     

    FIRST:  To
the payment of all amounts due the Trustee and any predecessor Trustee under
Section 606;

     

    SECOND:  To
the payment of the amounts then due and unpaid upon the Securities and coupons
for principal (and premium or Make-Whole Amount, 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 aggregate
amounts due and payable on such Securities and coupons for principal (and
premium or Make-Whole Amount, if any) and interest, respectively;
and

     

    THIRD:  To
the payment of the remainder, if any, to the Company.

     

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

     

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

     

    (2)           the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

     

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

     

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


    
      
         


      

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

     

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

     

    SECTION
508.                   Unconditional Right of
Holders to Receive Principal, Premium or Make-Whole Amount, if any, and
Interest.  Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on such Security or payment of such coupon on the
respective due dates expressed in such Security or coupon (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

     

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

     

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

     

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


    
      
         


      

      
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    SECTION
512.                   Control by Holders of
Securities.  The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series, provided
that:

     

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

     

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

     

    (3)           the
Trustee need not take any action if a Responsible Officer or Responsible
Officers of the Trustee shall in good faith, determine that at the proceeding so
directed would involve the Trustee in personal liability or be unduly
prejudicial to the Holders of Securities of such series not joining
therein.

     

    Nothing
in this Indenture shall impair the right of the Trustee in the good faith
discretion of a Responsible Officer or Responsible Officers of the Trustee to
take any action deemed, in good faith by a Responsible Officer or Responsible
Officers of the Trustee, proper and which is not inconsistent with such
direction by Holders.

     

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

     

    (1)           in
the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest on any Security of such series or any related coupons, or

     

    (2)           in
respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected; or

     

    (3)           in
respect of a covenant or provision hereof for the benefit or protection of the
Trustee, without its express written consent.

     

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

     

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


    
      
         


      

      
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    SECTION
515.                   Undertaking for
Costs.  All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken 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 and
expenses, 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 Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium or Make-Whole Amount, if any) or
interest on any Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date).

     

    ARTICLE
SIX - THE TRUSTEE

     

    SECTION
601.                   Notice of
Defaults.  Within
90 days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder known to
the Trustee, unless such default shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of the principal of (or premium or
Make-Whole Amount, if any) or interest on any Security of such series, or in the
payment of any sinking or purchase fund installment with respect to the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the
Holders of the Securities and coupons of such series; and provided further that in the
case of any default or breach of the character specified in Section 501(4) with
respect to the Securities and coupons of such series, no such notice to Holders
shall be given until at least 45 days after the occurrence
thereof.  For the purpose of this Section, the term “default” means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to the Securities of such series.

     

    SECTION
602.                   Certain Rights of
Trustee.  Subject
to the provisions of TIA Section 315(a) through 315(d):

    
       

      (1)           the
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon or other paper or document (whether in its original or facsimile
form) reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties;
 

    

    
      
         


      

      
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    (2)           any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution;

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
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    (9)           any
permissive right or power available to the Trustee under this Indenture or any
supplement hereto shall not be construed to be a mandatory duty or
obligation;

     

    (10)         the
Trustee shall not be charged with knowledge of any matter (including any
default, other than as described in Section 501(1), (2) or (3)) unless and
except to the extent actually known to a Responsible Officer of the Trustee or
to the extent written notice thereof is received by the Trustee at the Corporate
Trust Office; and

     

    (11)         the
Trustee shall have no liability for any inaccuracy in the books and records of,
or for any actions or omissions of, DTC, Euroclear or Clearstream or any
depository acting on behalf of any of them.

     

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

     

    (13)         the
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.

     

    The
Trustee shall not be required to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

     

    SECTION
603.                   Not Responsible for Recitals
or Issuance of Securities.  The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.  The Trustee shall have
no responsibility with respect to any information, statement or recital in any
offering prospectus or other disclosure materials prepared or distributed with
respect to the Securities.

     

    SECTION
604.                   May Hold
Securities.  The
Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b)
and 311, may otherwise deal with the Company with the same rights it would have
if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent
or such other agent.


    
      
         


      

      
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    SECTION
605.                   Money Held in
Trust.  Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

     

    SECTION
606.                   Compensation and
Reimbursement.  The
Company agrees:

     

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

     

    (2)           except
as otherwise expressly provided herein, to reimburse each of the Trustee and any
predecessor Trustee upon its request for all reasonable expenses, and
disbursements incurred by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the reasonable expenses and
disbursements of its agents and counsel), except any such expense or
disbursement as shall be determined to have been caused by its own negligence,
willful misconduct or bad faith; and

     

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

     

    When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(7) or Section 501(8), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar
law.

     

    As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien for payment of the Trustee’s fees and
expenses prior to the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the payment of principal
of (or premium or Make-Whole Amount, if any) or interest on particular
Securities or any coupons.

     

    The
provisions of this Section shall survive the termination of this Indenture and
the resignation or removal of the Trustee.


    
      
         


      

      
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    SECTION
607.                   Corporate Trustee Required;
Eligibility; Conflicting Interests.  There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have at all times a combined
capital and surplus of at least $50,000,000 (or which shall have a combined
capital and surplus of at least $10,000,000 and whose ultimate parent holding
company shall have a combined capital and surplus of at least
$50,000,000.  If the Trustee publishes reports of condition at least
annually, pursuant to law or the requirements of Federal, state, territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of the Trustee shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.  Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company shall serve
as Trustee.

     

    SECTION
608.                   Resignation and Removal;
Appointment of Successor.

     

    (a)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

     

    (b)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 60 days after the giving of such notice of resignation, the
resigning Trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee.

     

    (c)           The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Trustee and to the
Company.  If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 60 days after the giving of such
notice of resignation, the resigning Trustee may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee.

     

    (d)           If
at any time:

     

    (1)           the
Trustee shall fail to comply with the provisions of TIA Section 310(b) after
written request therefor by the Company or by any Holder of a Security who has
been a bona fide Holder of a Security for at least six months, or

     

    (2)           the
Trustee shall cease to be eligible under Section 607 and shall fail to resign
after written request therefor by the Company or by any Holder of a Security who
has been a bona fide Holder of a Security for at least six months,
or

     

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

     

    then, in
any such case, (i) the Company by or pursuant to a Board Resolution may remove
the Trustee and appoint a successor Trustee with respect to all Securities, or
(ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities and the appointment of
a successor Trustee or Trustees.


    
      
         


      

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

     

    (f)           The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series in the manner provided for
notices to the Holders of Securities in Section 106.  Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

     

    SECTION
609.                   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 request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to its claim, if any,
provided for in Section 606.


    
      
         


      

      
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    (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, pursuant to
Article Nine hereof, wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     

    (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 609, 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.

     

    SECTION
610.                   Merger, Conversion,
Consolidation or Succession to Business.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Securities or coupons 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 or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons.  In case any Securities or
coupons shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.


    
      
         


      

      
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    SECTION
611.                   Appointment of
Authenticating Agent.  At
any time when any of the Securities remain Outstanding, the Trustee may appoint
an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon conversion or exchange,
registration of transfer or partial redemption or repayment 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.  Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Company.  Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States of America or of any state or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or state
authorities.  If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  In case at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     

    Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or further act on the part of the
Trustee or the Authenticating Agent.

     

    An
Authenticating Agent for any series of Securities may at any time resign by
giving written notice of resignation to the Trustee for such series and to the
Company.  The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve in the manner set
forth in Section 106.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


    
      
         


      

      
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    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation including reimbursement of its reasonable expenses for its services
under this Section, subject to Section 606.

     

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

     

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

     

    
      
        	 
      	
                  

              
	 
      	
                as
      Trustee

              
	 
      	 
      	 
      
	
                Dated:
      ____________

              	
                By:

              	
                  

              
	 
      	 
      	
                as
      Authenticating Agent

              
	 
      	 
      	 
      
	
                Dated:
      ____________

              	
                By:

              	
                  

              
	 
      	 
      	
                as
      Authenticating Agent

              


      

    

     

    SECTION
612.                   Certain Duties and
Responsibilities of the Trustee.

     

    (a)           With
respect to the Securities of any series, except during the continuance of an
Event of Default with respect to the Securities of such series:

     

    (1)           the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee;
and

     

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

     

    (b)           In
case an Event of Default with respect to the Securities of any series has
occurred and is continuing, the Trustee shall, with respect to Securities of
such series, exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.


    
      
         


      

      
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    (c)           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)           this
Subsection shall not be construed to limit the effect of Subsection (a) of this
Section;

     

    (2)           the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, 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 a
majority in principal amount of the Outstanding Securities of any series
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Securities of such series;
and

     

    (4)           no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it; and, the Trustee shall be under no obligation to exercise any of its rights
and powers under this Indenture at the request of any Holder, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense.

     

    (d)          Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 612.

     

    (e)           The
Trustee shall not be liable for interest on any money or assets held by it
except to the extent the Trustee may agree in writing with the
Company.  Assets held in trust by the Trustee need not be segregated
from other assets except to the extent required by law.

     

    ARTICLE
SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    SECTION
701.                   Disclosure of Names and
Addresses of Holders.  Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).


    
      
         


      

      
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    SECTION
702.                   Reports by
Trustee.  The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required by TIA Section 313 at the times
and in the manner provided by the TIA, which shall initially be not less than
every twelve months commencing on __________, 20__.  A copy of each
such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each over-the-counter market or securities exchange, if any, upon
which any Securities are quoted or listed, with the Commission and with the
Company.  The Company will notify the Trustee when any Securities are
quoted or listed on any over-the-counter market or securities exchange or
delisted therefrom.

     

    SECTION
703.                   Reports by
Company.  The
Company will:

     

    (1)           file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
Sections, then it will file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security
quoted or listed and registered on an over-the-counter market or national
securities exchange as may be prescribed from time to time in such rules and
regulations;

     

    (2)           file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations;

     

    (3)           transmit
by mail to the Holders of Securities, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in TIA Section
313(c), such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (1) and (2) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission; and

     

     

    (4)           delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).

     

    SECTION
704.                   Company to Furnish Trustee
Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee:


    
      
         


      

      
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    (a)           semiannually,
not later than 15 days after the Regular Record Date for interest for each
series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Registered Securities of
such series as of such Regular Record Date, or if there is no Regular Record
Date for interest for such series of Securities, semiannually, upon such dates
as are set forth in the Board Resolution or indenture supplemental hereto
authorizing such series, 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, so
long as the Trustee is the Security Registrar, no such list shall be required to
be furnished.

     

    ARTICLE
EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

     

    SECTION
801.                   Consolidations and Mergers
of  Company and Sales, Leases and Conveyances Permitted Subject to
Certain Conditions.  The
Company may consolidate with, or sell, lease or convey all or substantially all
of its assets to, or merge with or into any other corporation, provided that in
any such case, (1) either the Company shall be the continuing corporation, or
the successor corporation shall be a corporation organized and existing under
the laws of the United States or a State thereof and such successor corporation
shall expressly assume the due and punctual payment of the principal of (and
premium or Make-Whole Amount, if any) and any interest on all of the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Company by supplemental indenture, complying with Article Nine hereof,
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, (2) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result thereof as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or the lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing and (3) the Company shall have
delivered to the Trustee the Officer’s Certificate and Opinion of Counsel
required pursuant to Section 803 below.

     

    SECTION
802.                   Rights and Duties of
Successor Corporation.  In
case of any such consolidation,
merger, sale, lease or conveyance and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party of
the first part, and the predecessor corporation, except in the event of a lease,
shall be relieved of any further obligation under this Indenture and the
Securities.  Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor corporation, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that
purpose.  All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution
hereof.

     

    
      
        
        

      

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

     

    SECTION
803.                   Officers’ Certificate and
Opinion of Counsel.  Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers’ Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor corporation,
complies with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied
with.

     

    ARTICLE
NINE - SUPPLEMENTAL INDENTURES

     

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

     

    (1)           to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company contained herein and in the
Securities; or

     

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

     

    (3)           to
add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such Events of Default are to be for the
benefit of less than all series of Securities, stating that such Events of
Default are expressly being included solely for the benefit of such series);
provided, however, that in
respect of any such additional Events of Default such supplemental indenture may
provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default or may limit the right of the Holders
of a majority in aggregate principal amount of that or those series of
Securities to which such additional Events of Default apply to waive such
default; or


    
      
         


      

      
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    (4)           to
add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of or premium or Make-Whole Amount, if
any, or interest on Bearer Securities, to permit Bearer Securities to be issued
in exchange for Registered Securities, to permit Bearer Securities to be issued
in exchange for Bearer Securities of other authorized denominations or to permit
or facilitate the issuance of Securities in uncertificated form, provided that any
such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect;
or

     

    (5)           to
change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision; or

     

    (6)           to
secure the Securities; or

     

    (7)           to
establish the form or terms of Securities of any series and any related coupons
as permitted or contemplated by Sections 201 and 301; or

     

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

     

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

     

    (10)         to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the Defeasance and discharge of any series of
Securities pursuant to Sections 401, 1402 and 1403; provided that any
such action shall not adversely affect the interests of the Holders of
Securities of such series and any related coupons or any other series of
Securities in any material respect; or

     

    (11)         to
make provisions with respect to Holders’ rights of conversion with respect to
any series of Securities pursuant to Article Seventeen.


    
      
         


      

      
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    SECTION
902.                   Supplemental Indentures with
Consent of Holders.  With
the consent of the Holders of not less than a majority in principal amount of
all Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

     

    (1)           change
the Stated Maturity of the principal of (or premium or Make-Whole Amount, if
any, on) or any installment of principal of or interest on, any Security; or
reduce the principal amount thereof or the rate or amount of interest thereon,
or any premium or Make-Whole Amount payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the amount thereof provable in bankruptcy
pursuant to Section 504, or adversely affect any right of repayment at the
option of the Holder of any Security, or change any Place of Payment where, or
the currency or currencies, currency unit or units or composite currency or
currencies in which, any Security or any premium or Make-Whole Amount or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption or repayment at the option of the Holder, on or after the
Redemption Date or the Repayment Date, as the case may be), or (if Securities of
such series are convertible) adversely affect the right of the Holder to convert
any Security as provided in Article Seventeen, or modify the provisions of this
Indenture with respect to the subordination of the Securities in a manner
materially adverse to the Holders; or

     

    (2)           reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver with respect to such
series (or compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 1504 for quorum or voting, or

     

    (3)           modify
any of the provisions of this Section, Section 513 or Section 1009, except to
increase the required percentage to effect such action or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section 902 and Section 1009, or the deletion of this proviso, in accordance
with the requirements of Sections 609(b) and 901(11).

     

    It shall
not be necessary for any Act of Holders under this Section 902 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.


    
      
         


      

      
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    A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     

    SECTION
903.                   Execution of Supplemental
Indentures.  In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 612) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

     

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

     

    SECTION
905.                   Conformity with Trust
Indenture Act.  Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

     

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

     

    ARTICLE
TEN - COVENANTS

     

    SECTION
1001.                
Payment of Principal,
Premium or Make-Whole Amount, if any; and Interest.  The
Company covenants and agrees for the benefit of the Holders of each series of
Securities
that it will duly and punctually pay the principal of (and premium or Make-Whole
Amount, if any) and interest on the Securities of that series in accordance with
the terms of such series of Securities, any coupons appertaining thereto and
this Indenture.  Unless otherwise specified as contemplated by Section
301 with respect to any series of Securities, any interest due on Bearer
Securities on or before Maturity shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are evidenced
thereby as they severally mature.  Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of
the Company (upon written notice to the Trustee), all payments of principal may
be paid by check to the registered Holder of the Registered Security or other
Person entitled thereto against surrender of such Security.

     

    
      
        
        

      

      
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    SECTION
1002.                
Maintenance of Office
or Agency.  If
Securities of a series are issuable only as Registered Securities, the Company
shall maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for
payment or conversion, where Securities of that series may be surrendered for
registration of transfer or conversion or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this
Indenture may be served.  If Securities of a series are issuable as
Bearer Securities, the Company will maintain: (A) in the Borough of Manhattan,
The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment or conversion, where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for conversion or
exchange, where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment or conversion in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment; provided, however, that if the
Securities of that series are listed on any stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in any required city
located outside the United States, as the case may be, so long as the Securities
of that series are listed on such exchange; and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for conversion or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served.  The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each
such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, except that
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment or conversion at the offices specified in the Security,
in London, England, and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands, and the
Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

     

    Unless
otherwise specified with respect to any Securities pursuant to Section 301, no
payment of principal, premium or Make-Whole Amount or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided, however, that, if the
Securities of a series are payable in Dollars, payment of principal of and any
premium or Make-Whole Amount and interest on any Bearer Security shall be made
at the office of the Company’s Paying Agent in the Borough of Manhattan, The
City of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium or Make-Whole Amount, or interest, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the
Company in accordance with this Indenture, is illegal or effectively precluded
by exchange controls or other similar restrictions.


    
      
         


      

      
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    The
Company may from time to time designate one or more other offices or agencies
(in or outside the Place of Payment) where the Securities of one or more series
may be presented or surrendered for any or all of such purposes, and may from
time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements
set forth above for Securities of any series for such purposes.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.  Unless otherwise specified with respect to any Securities
pursuant to Section 301 with respect to a series of Securities, the Company
hereby designates as a Place of Payment for each series of Securities, each of
(i) the office or agency of the Company in the Borough of Manhattan, The City of
New York, and (ii) the Corporate Trust Office of the Trustee (as Paying Agent);
and the Company hereby initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city; and the Company hereby initially appoints
as its agent to receive all such presentations, surrenders, notices and demands
each of the Trustee, at its Corporate Trust Office.

     

    Unless
otherwise specified with respect to any Securities pursuant to Section 301, if
and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of the Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one exchange rate agent (of which it shall give written notice to the
Trustee).

     

    SECTION
1003.                
Money for Securities
Payments to Be Held in Trust.  If
the Company shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each due
date of the principal of (and premium or Make-Whole Amount, if any), or interest
on any of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) sufficient to pay the principal
(and premium or Make-Whole Amount, if any) or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to
act.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities
and any related coupons, it will, on or before each due date of the principal of
(and premium or Make-Whole Amount, if any), or interest on any Securities of
that series, deposit with a Paying Agent a sum (in the currency or currencies,
currency unit or units or composite currency or currencies described in the
preceding paragraph) sufficient to pay the principal (and premium or Make-Whole
Amount, 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 Make-Whole
Amount, if any, or interest and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to
act.


    
      
         


      

      
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    The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will

     

    (1)           hold
all sums held by it for the payment of principal of (and premium or Make-Whole
Amount, if any) or interest on Securities in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

     

    (2)           give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities) in the making of any such payment of principal (and premium or
Make-Whole Amount, if any) or interest on the Securities of that series;
and

     

    (3)           at
any time during the continuance of any such default upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

     

    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
sums.

     

    Except as
otherwise provided in the Securities of any series, and subject to applicable
laws, any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium or
Make-Whole Amount, if any) or interest on any Security of any series and
remaining unclaimed for two years after such principal (and premium or
Make-Whole Amount, if any) or interest has become due and payable shall be paid
to the Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
principal of (and premium or Make-Whole Amount, if any) or interest on any
Security, without interest thereon, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

     

    SECTION
1004.                
Existence.  Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, all
material rights (by articles of incorporation, by-laws and statute) and material
franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company.


    
      
         


      

      
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    SECTION
1005.                
Maintenance of
Properties.  The Company will cause all of its material
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working
order, normal wear and tear, casualty and condemnation excepted, and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof (and the Company
may take out of service for a period of time, any of its properties that have
been condemned or suffered any loss due to casualty in order to make such
repairs, betterments and improvements), all as in the judgment of the Company
may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that the
Company and its Subsidiaries shall not be prevented from (i) removing
permanently any property that has been condemned or suffered a loss due to
casualty based on the Company’s reasonable judgment that such removal is in the
best interest of the Company, or (ii) selling or otherwise disposing of their
properties for value in the ordinary course of business.

     

    SECTION
1006.                
Reserved.


     

    SECTION
1007.                
Reserved.

    


    SECTION
1008.                
Statement as to
Compliance.  The Company will deliver to the Trustee, within
120 days after the end of each fiscal year, a brief certificate from the
principal executive officer, principal financial officer or principal accounting
officer as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status
thereof.  For purposes of this Section 1008, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

     

    SECTION
1009.                
Waiver of Certain
Covenants.  The Company may omit in any particular instance to
comply with any term, provision or condition set forth in Sections 1004 to 1008,
inclusive, if before or after the time for such compliance the Holders of at
least a majority in principal amount of all outstanding Securities of such
series, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


    
      
         


      

      
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    ARTICLE
ELEVEN - REDEMPTION OF SECURITIES

     

    SECTION
1101.                
Applicability of
Article.  Securities of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for Securities of
any series) in accordance with this Article.

     

    SECTION
1102.                
Election to Redeem;
Notice to Trustee.  The election of the Company to redeem any
Securities shall be evidenced by or pursuant to a Board
Resolution.  In case of any redemption at the election of the Company
of less than all of the Securities of any series, the Company shall, at least 45
days prior to the giving of the notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed.  In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such
restriction.

     

    SECTION
1103.                
Selection by Trustee
of Securities to Be Redeemed.  If less than all the Securities
of any series issued on the same day with the same terms are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series issued on such date with the same terms not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

     

    The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

     

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

     

    SECTION
1104.                
Notice of
Redemption.  Notice of redemption shall be given in the manner
provided in Section 106, not less than 30 days nor more than 60 days prior to
the Redemption Date, unless a shorter period is specified by the terms of such
series established pursuant to Section 301, to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein provided to the
Holder of any Security designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other such Security or portion
thereof.


    
      
         


      

      
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    Any
notice that is mailed to the Holders of Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice.

     

    All
notices of redemption shall state:

     

    (1)           the
Redemption Date,

     

    (2)           the
Redemption Price, accrued interest to the Redemption Date payable as provided in
Section 1106, if any,

     

    (3)           if
less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of
the particular Security or Securities to be redeemed,

     

    (4)           in
case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the holder will receive, without a charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed,

     

    (5)           that
on the Redemption Date the Redemption Price and accrued interest to the
Redemption Date payable as provided in Section 1106, if any, will become due and
payable upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and after said
date,

     

    (6)           the
Place or Places of Payment where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
accrued interest, if any, or for conversion,

     

    (7)           that
the redemption is for a sinking fund, if such is the case,

     

    (8)           that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
coupon or coupons will be deducted from the Redemption Price, unless security or
indemnity satisfactory to the Company, the Trustee for such series and any
Paying Agent is furnished,

     

    (9)           if
Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to redemption on this Redemption
Date pursuant to Section 305 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made,

     

    (10)         the
CUSIP number of such Security, if any, and


    
      
         


      

      
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    (11)         if
applicable, that a Holder of Securities who desires to convert Securities for
redemption must satisfy the requirements for conversion contained in such
Securities, the then existing conversion price or rate, the place or places
where such Securities may be surrendered for conversion, and the date and time
when the option to convert shall expire.

     

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

     

    SECTION
1105.                
Deposit of Redemption
Price.  On or prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, which it may not do in the case of a sinking fund payment
under Article Twelve, segregate and hold in trust as provided in Section 1003)
an amount of money in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay on the Redemption Date the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof which
are to be redeemed on that date.

     

    If any Securities called for redemption
are converted, any money deposited with the Trustee or with any Paying Agent or
so segregated and held in trust for the redemption of such Security shall be
paid to the Company upon Company Request or, if then held by the Company, shall
be discharged from such trust.

     

    SECTION
1106.                
Securities Payable on
Redemption Date.  Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified in the currency
or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) (together with
accrued interest, if any, to the Redemption Date), and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall
be void.  Upon surrender of any such Security for redemption in
accordance with said notice, together with all coupons, if any, appertaining
thereto maturing after the Redemption Date, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further that except
as otherwise provided with respect to Securities convertible into the Company’s
Common Stock or Preferred Stock, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section
307.


    
      
         


      

      
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    If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless.  If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided, however, that
interest represented by coupons shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium or Make-Whole Amount, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Security.

     

    SECTION
1107.                
Securities Redeemed in
Part.  Any Registered Security which is to be redeemed only in
part (pursuant to the provisions of this Article or of Article Twelve) shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.  If a Global Security is so surrendered,
the Company shall execute and the Trustee shall authenticate and deliver to the
depository, without service charge, a new Global Security in a denomination
equal to and in exchange for the unredeemed portion of the principal of the
Global Security so surrendered.

     

    ARTICLE
TWELVE - SINKING FUNDS

     

    SECTION
1201.                
Applicability of
Article.  The provisions of this Article shall be applicable to
any sinking fund for the retirement of Securities of a series except as
otherwise specified as contemplated by Section 301 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 such Securities of any series is herein referred to as an “optional
sinking fund payment.”  If provided for by the terms of any Securities
of any series, the cash amount of any mandatory sinking fund payment may be
subject to reduction as provided in Section 1202.  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.


    
      
         


      

      
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    SECTION
1202.                
Satisfaction of
Sinking Fund Payments with Securities.  The Company may, in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of a series, (1) deliver Outstanding Securities of
such series (other than any previously called for redemption) together in the
case of any Bearer Securities of such series with all unmatured coupons
appertaining thereto and (2) apply as a credit Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the terms
of such Securities, or which have otherwise been acquired by the Company; provided that such
Securities so delivered or applied as a credit have not been previously so
credited.  Such Securities shall be received and credited for such
purpose by the Trustee at the applicable Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced
accordingly.

     

    SECTION
1203.                
Redemption of
Securities for Sinking Fund.  Not less than 60 days prior to
each sinking fund payment date for Securities of any series, the Company will
deliver to the Trustee an Officers’ Certificate specifying the amount of the
next ensuing mandatory sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so delivered and credited.  If such Officers’
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount therein specified.  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 1103 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
1104.  Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

     

    ARTICLE
THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS

     

    SECTION
1301.                
Applicability of
Article.  Repayment of Securities of any series before their
Stated Maturity at the option of Holders thereof shall be made in accordance
with the terms of such Securities, if any, and (except as otherwise specified by
the terms of such series established pursuant to Section 301) in accordance with
this Article.


    
      
         


      

      
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    SECTION
1302.                
Repayment of
Securities.  Securities of any series subject to repayment in
whole or in part at the option of the Holders thereof will, unless otherwise
provided in the terms of such Securities, be repaid at a price equal to the
principal amount thereof, together with interest, if any, thereon accrued to the
Repayment Date specified in or pursuant to the terms of such
Securities.  The Company covenants that on or prior to the Repayment
Date it will deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of,
and (except if the Repayment Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof, as the case may be, to be
repaid on such date.

     

    SECTION
1303.                
Exercise of
Option.  Securities of any series subject to repayment at the
option of the Holders thereof will contain an “Option to Elect Repayment” form
on the reverse of such Securities.  In order for any Security to be
repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of
such Securities) not earlier than 45 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the “Option to Elect Repayment” form on the reverse thereof duly completed by
the Holder (or by the Holder’s attorney duly authorized in writing) or (2) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the FINRA, or a commercial bank or trust company in the
United States setting forth the name of the Holder of the Security, the
principal amount of the Security, the principal amount of the Security to be
repaid, the CUSIP number, if any, or a description of the tenor and terms of the
Security, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Security to be repaid, together with the duly
completed form entitled “Option to Elect Repayment” on the reverse of the
Security, will be received by the Trustee not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter; provided, however, that such
telegram, telex, facsimile transmission or letter shall only be effective if
such Security and form duly completed are received by the Trustee by such fifth
Business Day.  If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified.  The principal amount of any Security
providing for repayment at the option of the Holder thereof may not be repaid in
part if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of the
series of which such Security to be repaid is a part.  Except as
otherwise may be provided by the terms of any Security providing for repayment
at the option of the Holder thereof, exercise of the repayment option by the
Holder shall be irrevocable unless waived by the Company.


    
      
         


      

      
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    SECTION
1304.                
When Securities
Presented for Repayment Become Due and Payable.  If Securities
of any series providing for repayment at the option of the Holders thereof shall
have been surrendered as provided in this Article and as provided by or pursuant
to the terms of such Securities, such Securities or the portions thereof, as the
case may be, to be repaid shall become due and payable and shall be paid by the
Company on the Repayment Date therein specified, and on and after such Repayment
Date (unless the Company shall default in the payment of such Securities on such
Repayment Date) such Securities shall, if the same were interest-bearing, cease
to bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be repaid, except to the extent provided below, shall be
void.  Upon surrender of any such Security for repayment in accordance
with such provisions, together with all coupons, if any, appertaining thereto
maturing after the Repayment Date, the principal amount of such Security so to
be repaid shall be paid by the Company, together with accrued interest, if any,
to the Repayment Date; provided, however, that coupons
whose Stated Maturity is on or prior to the Repayment Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified pursuant to Section
301, only upon presentation and surrender of such coupons; and provided further
that, in the case of Registered Securities, installments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

     

    If any
Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be paid
after deducting from the amount payable therefor as provided in Section 1302 an
amount equal to the face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless.  If thereafter the
Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive the
amount so deducted; provided, however, that
interest represented by coupons shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.

     

    If the
principal amount of any Security surrendered for repayment shall not be so
repaid upon surrender thereof, such principal amount (together with interest, if
any, thereon accrued to such Repayment Date) shall, until paid, bear interest
from the Repayment Date at the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) set forth in such
Security.

     

    SECTION
1305.                
Securities Repaid in
Part.  Upon surrender of any Registered Security which is to be
repaid in part only, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge
and at the expense of the Company, a new Registered Security or Securities of
the same series, of any authorized denomination specified by the Holder, in an
aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be
repaid.


    
      
         


      

      
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    ARTICLE
FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE

     

    SECTION
1401.                
Applicability of
Article; Company’s Option to Effect Defeasance or Covenant
Defeasance.  If, pursuant to Section 301, provision is made for
either or both of (a) Defeasance of the Securities of or within a series under
Section 1402 or (b) Covenant Defeasance of the Securities of or within a series
under Section 1403, then the provisions of such Section or Sections, as the case
may be, together with the other provisions of this Article (with such
modifications thereto as may be specified pursuant to Section 301 with respect
to any Securities), shall be applicable to such Securities and any coupons
appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any coupons appertaining thereto,
elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be
applied to such Outstanding Securities and any coupons appertaining thereto upon
compliance with the conditions set forth below in this Article.

     

    SECTION
1402.                
Defeasance and
Discharge.  Upon the Company’s exercise of the above option
applicable to this Section with respect to any Securities of or within a series,
the Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities and any coupons appertaining thereto on
the date the conditions set forth in Section 1404 are satisfied (hereinafter,
“Defeasance”).  For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any coupons appertaining thereto,
which shall thereafter be deemed to be “Outstanding” only for the purposes of
Section 1405 and the other Sections of this Indenture referred to in clauses (A)
and (B) below, and to have satisfied all of its other obligations under such
Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely
from the trust fund described in Section 1404 and as more fully set forth in
such Section, payments in respect of the principal of (and premium or Make-Whole
Amount, if any) and interest, if any, on such Securities and any coupons
appertaining thereto when such payments are due, (B) the Company’s obligations
with respect to such Securities under Sections 305, 306, 1002 and 1003, and the
Company’s obligations under Section 606 hereof (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this
Article.  Subject to compliance with this Article Fourteen, the
Company may exercise its option under this Section notwithstanding the prior
exercise of its option under Section 1403 with respect to such Securities and
any coupons appertaining thereto.


    
      
         


      

      
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    SECTION
1403.                
Covenant
Defeasance.  Upon the Company’s exercise of the above option
applicable to this Section with respect to any Securities of or within a series,
the Company shall be released from its obligations under Sections 1004 to 1009,
inclusive, and, if specified pursuant to Section 301, its obligations under any
other covenant contained herein or in any indenture supplemental hereto, with
respect to such Outstanding Securities and any coupons appertaining thereto on
and after the date the conditions set forth in Section 1404 are satisfied
(hereinafter, “Covenant Defeasance”), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with Sections 1004 to 1009,
inclusive, or such other covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder.  For this purpose, such Covenant
Defeasance means that, with respect to such Outstanding Securities and any
coupons appertaining thereto, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(4) or 501(8) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.

     

    SECTION
1404.                
Conditions to
Defeasance or Covenant Defeasance.  The following shall be the
conditions to application of Section 1402 or Section 1403 to any Outstanding
Securities of or within a series and any coupons appertaining
thereto:

     

    (a)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 who shall
agree to comply with the provisions of this Article Fourteen applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any coupons appertaining thereto, (1) an
amount in such currency, currencies or currency unit in which such Securities
and any coupons appertaining thereto are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities and
coupons appertaining thereto (determined on the basis of the currency,
currencies or currency unit in which such Securities and coupons appertaining
thereto are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than the due date of any payment of
principal of (and premium or Make-Whole Amount, if any) and interest, if any, on
such Securities and any coupons appertaining thereto, money in an amount, or (3)
a combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (i) the principal of (and premium or Make-Whole Amount, if any)
and interest, if any, on such Outstanding Securities and any coupons
appertaining thereto on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any coupons appertaining
thereto on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities and any coupons appertaining
thereto.


    
      
         


      

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

     

    (c)           No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

     

    (d)           In
the case of an election under Section 1402, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(ii) since the date of execution of this Indenture, there has been a change in
the applicable Federal income tax law, in either case to the effect that, and
based thereon such opinion shall confirm that, the Holders of such Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such Defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Defeasance had not
occurred.

     

    (e)           In
the case of an election under Section 1403, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred.

     

    (f)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the Defeasance
under Section 1402 or the Covenant Defeasance under Section 1403 (as the case
may be) have been complied with and an Opinion of Counsel to the effect that
either (i) as a result of a deposit pursuant to subsection (a) above and the
related exercise of the Company’s option under Section 1402 or Section 1403 (as
the case may be), registration is not required under the Investment Company Act
of 1940, as amended, by the Company, with respect to the trust funds
representing such deposit or by the Trustee for such trust funds or (ii) all
necessary registrations under said Act have been effected.

     

    (g)           Notwithstanding
any other provisions of this Section, such Defeasance or Covenant Defeasance
shall be effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company in connection
therewith pursuant to Section 301.


    
      
         


      

      
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    SECTION
1405.                
Deposited Money and
Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions.  Subject to the provisions of the last paragraph of
Section 1003, all money and Government Obligations (or other property as may be
provided pursuant to Section 301) (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 1405, the “Trustee”) pursuant to Section 1404 in respect of any
Outstanding Securities of any series and any coupons appertaining thereto shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and any coupons appertaining thereto and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any coupons appertaining thereto of all sums due and to
become due thereon in respect of principal (and premium or Make-Whole Amount, if
any) and interest, but such money need not be segregated from other funds except
to the extent required by law.

     

    Unless
otherwise specified with respect to any Security pursuant to Section 301, if,
after a deposit referred to in Section 1404(a) has been made, (a) the Holder of
a Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 301 or the terms of such Security to receive payment
in a currency or currency unit other than that in which the deposit pursuant to
Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the currency or currency unit in which the deposit
pursuant to Section 1404(a) has been made, the indebtedness represented by such
Security and any coupons appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of
(and premium or Make-Whole Amount, if any), and interest, if any, on such
Security as the same becomes due out of the proceeds yielded by converting (from
time to time as specified below in the case of any such election) the amount or
other property deposited in respect of such Security into the currency or
currency unit in which such Security becomes payable as a result of such
election or Conversion Event based on the applicable market exchange rate for
such currency or currency unit in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such currency
or currency unit in effect (as nearly as feasible) at the time of the Conversion
Event.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 1404 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of such Outstanding Securities and any coupons appertaining
thereto.

     

    Anything
in this Article to the contrary notwithstanding, subject to Section 606, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
there from) held by it as provided in Section 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
Defeasance or Covenant Defeasance, as applicable, in accordance with this
Article.


    
      
         


      

      
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    SECTION
1406.                
Reinstatement.  If
the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article Fourteen with respect to any Securities by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1402 or 1403 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article Fourteen with respect to
such Securities, until such time as the Trustee or Paying Agent is permitted to
apply all money held in trust pursuant to Section 1405 with respect to such
Securities in accordance with this Article Fourteen; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

     

    ARTICLE
FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES

     

    SECTION
1501.                
Purposes for Which
Meetings May Be Called.  A meeting of Holders of Securities of
any series may be called at any time and from time to time pursuant to this
Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made,
given or taken by Holders of Securities of such series.

     

    SECTION
1502.                
Call, Notice and Place
of Meetings.

     

    (a)           The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such
place as the Trustee shall determine.  Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than 20
nor more than 180 days prior to the date fixed for the meeting.

     

    (b)           In
case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 25% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the notice
of such meeting within 20 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.

     

    SECTION
1503.                
Persons Entitled to
Vote at Meetings.  To be entitled to vote at any meeting of
Holders of Securities of any series, a Person shall be (1) a Holder of one or
more Outstanding Securities of such series, or (2) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series by such Holder or Holders.  The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.


    
      
         


      

      
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    SECTION
1504.                
Quorum;
Action.  The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver which
this Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a
quorum.  In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved.  In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at the reconvening of any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days; at the reconvening of any meeting adjourned or further
adjourned for lack of a quorum, the Persons entitled to vote 25% in aggregate
principal amount of the then Outstanding Securities shall constitute a quorum
for the taking of any action set forth in the notice of the original
meeting.  Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened.

     

    Except as
limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted by the affirmative vote of the Persons entitled to vote a majority in
aggregate principal amount of the Outstanding Securities represented at such
meeting; provided, however, that, except
as limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

     

    Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series and the related coupons, whether or not
present or represented at the meeting.

     

    Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken at a
meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage in principal amount of all Outstanding Securities
affected thereby, or of the Holders of such series and one or more additional
series:

     

    (i)           there
shall be no minimum quorum requirement for such meeting; and


    
      
         


      

      
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    (ii)           the
principal amount of the Outstanding Securities of such series that vote in favor
of such request, demand, authorization, direction, notice, consent, waiver or
other action shall be taken into account in determining whether such request,
demand, authorization, direction, notice, consent, waiver or other action has
been made, given or taken under this Indenture.

     

    SECTION
1505.                
Determination of
Voting Rights; Conduct and Adjournment of Meetings.

     

    (a)           Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
a series in regard to proof of the holding of Securities of such series and of
the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities.  Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

     

    (b)           The
Trustee shall, by an instrument in writing appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(b), in which case the Company or the
Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.

     

    (c)           At
any meeting each Holder of a Security of such series or proxy shall be entitled
to one vote for each $1,000 principal amount of the Outstanding Securities of
such series held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

     

    (d)           Any
meeting of Holders of Securities of any series duly called pursuant to Section
1502 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting, and the meeting may be held as so
adjourned without further notice.


    
      
         


      

      
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    SECTION
1506.                
Counting Votes and
Recording Action of Meetings.  The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by
written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such series held or
represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the
meeting.  A record, at least in duplicate, of the proceedings of each
meeting of Holders of Securities of any Series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the fact, setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 1502 and, if applicable, Section 1504.  Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company and
another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.  Any record so
signed and verified shall be conclusive evidence of the matters therein
stated.

     

    ARTICLE
SIXTEEN - SUBORDINATION OF SECURITIES

     

    SECTION
1601.                
Agreement to
Subordinate.  Notwithstanding anything in this Indenture to the
contrary (other than Article Four of this Indenture), the Company covenants
and agrees, and each Holder of a Security, by his acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article, the Indebtedness represented by the Securities and the
payment of any Obligations with respect to each and all of the Securities are
hereby expressly made subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness.

     

    SECTION
1602.                
Payment Over of
Proceeds upon Dissolution, Etc.  In the event of (a) any
insolvency or bankruptcy case or Proceeding, or any receivership, liquidation,
reorganization or other similar case or Proceeding in connection therewith,
relative to the Company or to its creditors, as such, or to its assets, or
(b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshaling of assets and liabilities of the Company, then and in any such event
specified in (a), (b) or (c) above (each such event, if any, herein sometimes
referred to as a “Proceeding”)

     

    (1)           the
holders of Senior Indebtedness shall first be entitled to receive payment in
full of all Obligations due or to become due on or in respect of all Senior
Indebtedness, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, before the Holders of the Securities are entitled to receive any
payment or distribution on account of principal of or premium, if any, or
interest on or other Obligations in respect of the Securities or on account of
any purchase, redemption or other acquisition of Securities by the Company or
any Subsidiary (individually and collectively, a “Securities Payment”),
and

     


    
      
         


      

      
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    (2)           any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (other than Capital Stock or securities
of the Company as reorganized or readjusted, or securities of the Company or any
other corporation provided for by a plan of reorganization or
readjustment,  the payment of which is subordinate, at least to the
extent provided in this Article Sixteen with respect to the Securities, to
the payment in full, without diminution or modification by such plan, of all
Senior Indebtedness), to which the Holders would be entitled except for the
provisions of this Article Sixteen, shall be paid by the liquidating
trustee or agent or other person making such a payment or distribution, directly
to the holders of Senior Indebtedness) (or their representative(s) or trustee(s)
acting on their behalf), ratably according to the aggregate amounts remaining
unpaid on account of the principal of or interest on and other amounts due on
the Senior Indebtedness held or represented by each, to the extent necessary to
make payment in full of all Senior Indebtedness remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior
Indebtedness.

     

    In the
event that, notwithstanding the foregoing provisions of this Section 1602,
the Trustee or the Holder of any Security shall have received any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (other than Capital Stock or securities of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinate, at least to the extent provided in this Article with respect to
the Securities, to the payment in full, without diminution or modification by
such plan, of Senior Indebtedness), before all Senior Indebtedness is paid in
full or payment thereof provided for in cash or cash equivalents or otherwise in
a manner satisfactory to the holders of Senior Indebtedness, such payment or
distribution shall be held in trust for the benefit of, and be paid over to, the
holders of the Senior Indebtedness remaining unpaid (or their representative(s)
or trustee(s) acting on their behalf), ratably as aforesaid, for application to
the payment of such Senior Indebtedness until such Senior Indebtedness shall
have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.

     

    The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of all or substantially all of its properties and assets as an
entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a Proceeding for the purposes of this
Section 1602 if the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer such
properties and assets as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
set forth in Article Eight.


    
      
         


      

      
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    SECTION
1603.                
No Payment When Senior
Indebtedness in Default.  Anything in this Indenture to the
contrary notwithstanding, no payment on account of principal of or redemption
of, interest on or other amounts due on the Securities, and no redemption,
purchase, or other acquisition of the Securities, shall be made by or on behalf
of the Company (i) unless full payment of amounts then due for principal and
interest and of all other obligations then due on all Senior Indebtedness has
been made or duly provided for pursuant to the terms of the instrument governing
such Senior Indebtedness, (ii) if, at the time of such payment, redemption,
purchase or other acquisition, or immediately after giving effect thereto, there
shall exist under any Senior Indebtedness, or any agreement pursuant to which
any Senior Indebtedness is issued, any default, which default shall not have
been cured or waived and which default shall have resulted in the full amount of
such Senior Indebtedness being declared due and payable or (iii) if, at the time
of such payment, redemption, purchase or other acquisition, the Trustee shall
have received written notice from the holder or holders of any Senior
Indebtedness or their representative or representatives (a “Payment Blockage
Notice”) that there exists under such Senior Indebtedness, or any agreement
pursuant to which such Senior Indebtedness is issued, any default, which default
shall not have been cured or waived, permitting the holders thereof to declare
the full amount of such Senior Indebtedness due and payable, but only for the
period (the “Payment Blockage Period”) commencing on the date of receipt of the
Payment Blockage Notice and ending (unless earlier terminated by notice given to
the Trustee by the Holders of such Senior Indebtedness) on the earlier of (A)
the date on which such event of default shall have been cured or waived or (B)
180 days from the receipt of the Payment Blockage Notice.  Upon
termination of a Payment Blockage Period, payments on account of principal of or
interest on the Securities and redemptions, purchases or other acquisitions may
be made by or on behalf of the Company.  Notwithstanding anything
herein to the contrary, (A) only one Payment Blockage Notice may be given during
any period of 360 consecutive days with respect to the same event of default and
any other events of default on the same issue of Senior Indebtedness existing
and known to the person giving such notice at the time of such notice and (B) no
new Payment Blockage Period may be commenced by the holder or holders of the
same issue of Senior Indebtedness or their representative or representatives
during any period of 360 consecutive days unless all events of default which
were the object of the immediately preceding Payment Blockage Notice, and any
other event of default on the same issue of Senior Indebtedness existing and
known to the person giving such notice at the time of such notice, have been
cured or waived.

     

    In the
event that, notwithstanding the provisions of this Section 1603, payments are
made by or on behalf of the Company in contravention of the provisions of this
Section 1603, such payments shall be held by the Trustee, any Paying Agent or
the Holders, as applicable, in trust for the benefit of, and shall be paid over
to and delivered to, the holders of Senior Indebtedness or their representative
or the trustee under the indenture or other agreement (if any), pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, for application to the payment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in accordance with the terms of such Senior Indebtedness,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness.

     

    The
provisions of this Section shall not apply to any payment with respect to which
Section 1602 would be applicable.

     

    SECTION
1604.                
Reliance by Senior
Indebtedness on Subordination Provisions.  Each Holder of any
Security by his acceptance thereof acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a
consideration for each holder of any Senior Indebtedness, whether such Senior
Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness, and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold or in continuing to hold such Senior
Indebtedness.


    
      
         


      

      
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    SECTION
1605.                
Subrogation to Rights
of Holders of Senior Indebtedness.  Subject to the payment in
full of all Obligations due or to become due on or in respect of Senior
Indebtedness, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Indebtedness, the
Holders of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article Sixteen to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of and
premium, if any, and interest on the Securities shall be paid in
full.  For purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article Sixteen, and no payments over pursuant to
the provisions of this Article Sixteen to the holders of Senior
Indebtedness by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of the Securities, be deemed to be a payment or distribution by the Company to
or on account of the Senior Indebtedness.

     

    SECTION
1606.                
Provisions Solely to
Define Relative Rights.  The provisions of this
Article Sixteen are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities on the one hand and the holders
of Senior Indebtedness on the other hand.  Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article Sixteen of the holders of Senior Indebtedness, is
intended to rank equally with all other general obligations of the Company), to
pay to the Holders of the Securities the principal of and premium, if any, and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.


    
      
         


      

      
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    SECTION
1607.                
Trustee to Effectuate
Subordination.  Each Holder of a Security by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate, as between the Holders of the
Securities and the holders of Senior Indebtedness, the subordination provided in
this Article Sixteen and appoints the Trustee his attorney-in-fact for any
and all such purposes, including, in the event of any dissolution, winding up or
liquidation or reorganization under any applicable bankruptcy law of the Company
(whether in bankruptcy, insolvency or receivership Proceedings or otherwise),
the timely filing of a claim for the unpaid balance of such Holder’s Securities
in the form required in such Proceedings and the causing of such claim to be
approved.  If the Trustee does not file a claim or proof of debt in
the form required in such Proceedings prior to 30 days before the expiration of
the time to file such claims or proofs, then the holders of Senior Indebtedness,
jointly, or their representatives shall have the right to file an appropriate
claim for and on behalf of the Holders and to demand, sue for, collect, receive
and receipt for the payments and distributions in respect of the Securities
which are required to be paid or delivered to the holders of Senior Indebtedness
as provided in this Article Sixteen and to take all such other action in the
name of the Holders or otherwise, as such holder of Senior Indebtedness or
representative thereof may determine to be necessary or appropriate for the
enforcement of the provisions of this Article Sixteen.

     

    SECTION
1608.                
No Waiver of
Subordination Provisions.  No right of any present or future
holder of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder or any representative or trustee therefor, or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

     

    Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness may, at any time from time to time, without the consent of
or notice to the Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article Sixteen or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following:  (i) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the
collection of Senior Indebtedness and settle or compromise Senior Indebtedness
(which, to the extent so settled and compromised, shall be deemed to have been
paid in full for all purposes hereof); (iv) apply any amounts received to
any liability of the Company owing to holders of Senior Indebtedness; and
(v) exercise or refrain from exercising any rights against the Company and
any other Person.


    
      
         


      

      
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    SECTION
1609.                
Notice to
Trustee.  The Company shall give prompt written notice to the
Trustee of any default or event of default with respect to any Senior
Indebtedness or of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article Sixteen.  Notwithstanding the
provisions of this Article Sixteen or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior Indebtedness or
from any representative or trustee acting on their behalf; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 612, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
three Business Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of and premium, if any, or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.  Nothing contained in this Article Sixteen or any
other Article of this Indenture or in any of the Securities shall prevent (a)
the Company, at any time except during the pendency of any Proceeding, or under
the conditions described in Section 1603, from making payments at any time
in respect of the Securities, or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the Securities,
or the retention thereof by any Holder, if the Trustee did not have notice, as
provided in this Section 1609, that such payment would have been prohibited
by the provisions of this Article Sixteen.

     

    Subject
to the provisions of Section 612, the Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a
holder of Senior Indebtedness (or a representative or trustee therefor) to
establish that such notice has been given by a holder of Senior Indebtedness (or
a trustee therefor).  In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Sixteen, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article Sixteen, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     

    SECTION
1610.                
Reliance on Judicial
Order or Certificate of Liquidating Agent.  Upon any payment or
distribution of assets of the Company referred to in this Article Sixteen,
the Trustee, subject to the provisions of Section 612, and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which any Proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     

    SECTION
1611.                
Trustee Not Fiduciary
for Holders of Senior Indebtedness.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior
Indebtedness.  Nothing contained in this Article Sixteen or
elsewhere in this Indenture, or in any of the Securities, shall prevent the
application by the Trustee of any moneys which were deposited with it hereunder,
prior to its receipt of written notice of facts which would prohibit such
application, for the purpose of the payment of or on account of the principal of
or interest on, the Securities unless, prior to the date on which such
application is made by the Trustee, the Trustee shall be charged with notice
under Section 1609 hereof of the facts which would prohibit the making of
such application.


    
      
         


      

      
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    SECTION
1612.                
Rights of Trustee as
Holder of Senior Indebtedness; Preservation of Trustee’s
Rights.  The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article Sixteen with respect
to any Senior Indebtedness which may at any time be held by it, to the same
extent as any other holder of Senior Indebtedness, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such
holder.  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 606.

     

    SECTION
1613.                
Article Applicable to
Paying Agents.  In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article Sixteen shall in such
case (unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Section
1612 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.

     

    ARTICLE
SEVENTEEN - CONVERSION OF SECURITIES

     

    SECTION
1701.                
Applicability of
Article; Conversion Privilege and Conversion Price.  Securities
of any series which are convertible shall be convertible in accordance with
their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article
Seventeen.  Subject to and upon compliance with the provisions of this
Article Seventeen, at any time during the period specified in the
Securities, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof which is $1,000 or an integral multiple of $1,000
may be converted at the principal amount thereof, or of such portion thereof,
into fully paid and nonassessable shares (calculated as to each conversion to
the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion
Price, determined as hereinafter provided, in effect at the time of
conversion.  In case a Security or portion thereof is called for
redemption, such conversion right in respect of the Security or portion so
called shall expire at the close of business on the Business Day immediately
preceding the Redemption Date, unless the Company defaults in making the payment
due upon redemption, in which case such conversion right shall terminate on the
date such default is cured.

     

    The price
at which shares of Common Stock shall be delivered upon conversion (herein
called the “Conversion Price”) of Securities of any series shall be specified in
such Securities.  The Conversion Price shall be adjusted in certain
instances as provided in Section 1704.


    
      
         


      

      
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    In case
the Company shall, by dividend or otherwise, declare or make a distribution on
its Common Stock referred to in paragraph (4) of Section 1704, the Holder of
each Security, upon the conversion thereof pursuant to this Article Seventeen
subsequent to the close of business on the date fixed for the determination of
stockholders entitled to receive such distribution and prior to the
effectiveness of the Conversion Price adjustment in respect of such distribution
pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each
share of Common Stock into which such Security is converted, the portion of the
evidence of indebtedness, shares of Capital Stock or assets so distributed
applicable to one share of Common Stock; provided, however, that, at the
election of the Company (whose election shall be evidenced by a Board Resolution
filed with the Trustee) with respect to all Holders so converting, the Company
may, in lieu of distributing to such Holder any portion of such distribution not
consisting of cash or securities of the Company, pay such Holder an amount in
cash equal to the fair market value thereof (as determined in good faith by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution filed with the Trustee). If any conversion of a Security
entitled to the benefits described in the immediately preceding sentence occurs
prior to the payment date for a distribution to holders of Common Stock which
the Holder of the Security so converted is entitled to receive in accordance
with the immediately preceding sentence, the Company may elect (such election to
be evidenced by a Board Resolution filed with the Trustee) to distribute to such
Holder a due bill for the evidences of indebtedness, shares of Capital Stock or
assets to which such Holder is so entitled, provided that such due bill (i)
meets any applicable requirements of the principal over-the-counter market or
national securities exchange or other market on which the Common Stock is then
traded, and (ii) requires payment or delivery of such evidences of indebtedness
or assets no later than the date of payment or delivery thereof to holders of
Common Stock receiving such distribution.

     

    SECTION
1702.                 Exercise of Conversion
Privilege.  In
order to exercise the conversion privilege, the Holder of any Security to be
converted shall surrender such Security, duly endorsed or assigned to the
Company or in blank, at any office or agency maintained by the Company pursuant
to Section 1002, accompanied by written notice to the Company at such office or
agency that the Holder elects to convert such Security or, if less than the
entire principal amount thereof is to be converted, the portion thereof to be
converted and shall comply with any additional requirements set forth in such
Security. Securities surrendered for conversion during the period from the close
of business on any Regular Record Date next preceding any Interest Payment Date
to the opening of business on such Interest Payment Date shall (except for
Securities the Maturity of which is prior to such Interest Payment Date) be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount of
Securities being surrendered for conversion and such interest shall be paid on
such Interest Payment Date as provided in Section 307. Except as provided in the
preceding sentence, no payment or adjustment shall be made upon any conversion
on account of any interest accrued on the Securities surrendered for conversion
or on account of any dividends on the Common Stock issued upon
conversion.

     

    The
Company’s delivery to the Holder of the fixed number of shares of the Common
Stock of the Company (and any cash in lieu of any fractional share of Common
Stock) into which the Security is convertible shall be deemed to satisfy the
Company’s obligation to pay the principal amount of the Security and all accrued
interest and original issue discount that has not previously been paid. The
shares of Common Stock of the Company so delivered shall be treated as issued
first in payment of accrued interest and original issue discount and then in
payment of principal. Thus, accrued interest and original issue discount shall
be treated as paid, rather than canceled, extinguished or
forfeited.

     

    
      
        
        

      

      
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    Securities
shall be deemed to have been converted immediately prior to the close of
business on the day of surrender of such Securities for conversion in accordance
with the foregoing provisions, and at such time the rights of the Holders of
such Securities as Holders shall cease, and the Person or Persons entitled to
receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the conversion date, the Company shall issue
and shall deliver at such office or agency a certificate or certificates for the
number of full shares of Common Stock issuable upon conversion, together with
payment in lieu of any fraction of a share, as provided in Section
1703.

     

    In the
case of any Security which is converted in part only, as promptly as practicable
on or after the conversion date the Company shall execute and the Trustee shall
authenticate and make available for delivery to the Holder thereof (or the
Depositary in the case of a Global Security), at the expense of the Company, a
new Security or Securities, of authorized denominations in aggregate principal
amount equal to the unconverted portion of the principal amount of such
Security.

     

    SECTION
1703.                 Fractions of
Shares.  No
fractional shares of Common Stock shall be issued upon conversion of Securities.
If more than one Security shall be surrendered for conversion at one time by the
same Holder, the number of full shares of Common Stock which shall be issuable
upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof) so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall pay a cash adjustment (rounded to
the nearest cent) in respect of such fraction in an amount equal to the same
fraction of the Closing Price per share of the Common Stock on the day of
conversion (or, if such day is not a Trading Day, on the Trading Day immediately
preceding such day).

     

    SECTION
1704.                 Adjustment of Conversion
Price.  The
Conversion Price shall be subject to adjustment from time to time as
follows:

     

    (1)           If
the Company pays or makes a dividend or other distribution (a) on its Common
Stock exclusively in Common Stock or (b) on any other class of Capital Stock of
the Company, which dividend or distribution includes Common Stock of the
Company, the Conversion Price in effect at the opening of business on the day
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution (the “Dividend Record Date”) shall
be reduced by multiplying such Conversion Price by a fraction of which the
numerator shall be the number of shares of Common Stock of the Company
outstanding at the close of business on the Dividend Record Date and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution. Such reduction shall
become effective immediately after the opening of business on the day following
the date fixed for such determination. For the purposes of this paragraph (1),
the number of shares of Common Stock of the Company at any time outstanding
shall not include shares held in the treasury of the Company, but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company shall not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the
Company.

     

    
      
        
        

      

      
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    (2)           Subject
to paragraph (6) of this Section, if the Company pays or makes a dividend or
other distribution on its Common Stock consisting exclusively of Short Term
Rights (as defined below), or otherwise issues Short Term Rights to all holders
of its Common Stock, the Conversion Price in effect at the opening of business
on the day following the record date for the determination of holders of Common
Stock entitled to receive such Short Term Rights (the “Rights Record Date”)
shall be reduced by multiplying such Conversion Price by a fraction of which the
numerator shall be the number of shares of Common Stock of the Company
outstanding at the close of business on the Rights Record Date plus the number
of shares of Common Stock of the Company which the aggregate of the offering
price of the total number of shares of Common Stock so offered for subscription
or purchase would purchase at such current market price and the denominator
shall be the number of shares of Common Stock of the Company outstanding at the
close of business on the Rights Record Date plus the number of shares of Common
Stock so offered for subscription or purchase. Such reduction shall become
effective immediately after the opening of business on the day following the
Rights Record Date. For the purposes of this paragraph (2), the number of shares
of Common Stock of the Company at any time outstanding shall not include shares
held in the treasury of the Company, but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock of the Company. The Company shall not issue any rights, options or
warrants in respect of shares of its Common Stock held in the treasury of the
Company. When used in this Section 1704, the term “Short Term Rights” shall mean
rights, warrants or options entitling the holders thereof (for a period
commencing no earlier than the Rights Record Date and expiring not more than 45
days after the Rights Record Date) to subscribe for or purchase shares of Common
Stock of the Company at a price per share less than the current market price per
share (determined as provided in paragraph (7) of this Section 1704) of the
Common Stock of the Company on the Rights Record Date.

     

    (3)           In
case outstanding shares of Common Stock of the Company shall be subdivided into
a greater number of shares of Common Stock, the Conversion Price in effect at
the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and, conversely, in case
outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares of Common Stock, the Conversion Price in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately increased, such reduction or
increase, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or
combination becomes effective.

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

     

    (4)           Subject
to the last sentence of this paragraph (4) of this Section, if the Company, by
dividend or otherwise, (a) distributes to all holders of its Common Stock
evidences of its indebtedness, shares of any class of Capital Stock of the
Company or other assets (other than cash dividends out of current or retained
earnings), or (b) distributes to substantially all holders of Common Stock
rights or warrants to subscribe for securities (other than Short Term Rights to
which paragraph (2) of this Section 1704 applies), the Conversion Price shall be
reduced by multiplying such Conversion Price by a fraction of which the
numerator shall be the current market price per share (determined as provided in
paragraph (7) of this Section 1704) of the Common Stock of the Company on the
Reference Date (as defined below) less the fair market value (as determined in
good faith by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution filed with the Trustee), on the Reference
Date, of the portion of the evidences of indebtedness and other assets so
distributed or of such subscription rights or warrants applicable to one share
of Common Stock (collectively, the “Market Value of the Distribution”) and the
denominator shall be such current market price per share of the Common Stock of
the Company. Such reduction shall become effective immediately prior to the
opening of business on the day (the “Reference Date”) following the later of (a)
the date fixed for the payment of such distribution and (b) the date 20 days
after notice relating to such distribution is required to be given pursuant to
Section 1706(a). If the Board of Directors determines the fair market value of
any distribution for purposes of this paragraph (4) by reference to the actual
or when issued trading market for any securities comprising such distribution,
it must in doing so consider the prices in such market over the same period used
in computing the current market price per share pursuant to paragraph (7) of
this Section 1704. In the event that, with respect to any distribution to which
this paragraph (4) of Section 1704 would otherwise apply, the Market Value of
the Distribution is greater than the current market price per share of the
Common Stock (such distribution being referred to herein as an “Unadjusted
Distribution”), then the adjustment provided by this paragraph (4) shall not be
made and in lieu thereof the provisions of Section 1711 shall apply with respect
to such Unadjusted Distribution.

     

    (5)           The
Company may, but shall not be required to, make such reductions in the
Conversion Price, in addition to those required by paragraphs (1), (2), (3), and
(4) of this Section 1704, as it considers to be advisable in order that any
event treated for federal income tax purposes as a dividend of stock or stock
rights shall not be taxable to the recipients. In addition, the Company, from
time to time, may decrease the Conversion Price by any amount and for any
reason, temporarily or otherwise, including situations where the Board of
Directors determines such decrease to be fair and appropriate with respect to
transactions in which holders of Common Stock have the right to
participate.

     

    (6)           Rights
or warrants issued or distributed by the Company to all holders of its Common
Stock entitling the holders thereof to subscribe for or purchase shares of
Common Stock or Preferred Stock, which rights or warrants (i) are deemed to be
transferred with such shares of Common Stock, (ii) are not exercisable and (iii)
are also issued or distributed in respect of future issuances of Common Stock,
in each case in clauses (i) through (iii) until the occurrence of a specified
event or events (“Trigger Events”), shall for purposes of this Section 1704 not
be deemed issued or distributed until the occurrence of the earliest Trigger
Event. Each share of Common Stock issued upon conversion of Securities pursuant
to this Article Seventeen shall be entitled to receive the appropriate number of
Common Stock purchase rights (the “Rights”), if any, and the certificates
representing the Common Stock issued upon conversion shall bear such legends, if
any. Notwithstanding anything to the contrary in this Article Seventeen, there
shall not be any adjustment to the Conversion Price as a result of (i) the
distribution of separate certificates representing the Rights; (ii) the
occurrence of certain events entitling holders of Rights to receive, upon
exercise thereof, Common Stock or other securities of the Company or other
securities of another corporation; or (iii) the exercise of such Rights. No
adjustment in the Conversion Price need be made for rights to purchase or the
sale of Common Stock pursuant to a Company plan providing for reinvestment of
dividends or interest.

     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

     

    (7)           For
the purpose of any computation under paragraph (2), (4) or (5) of this Section
1704, the “current market price” per share of Common Stock of the Company on any
date shall be deemed to be the average of the daily Closing Prices for the 15
consecutive Trading Days selected by the Company commencing not more than 30
Trading Days before, and ending not later than, the date in
question.

     

    (8)           No
adjustment in the Conversion Price shall be required unless such adjustment
would require an increase or decrease of at least 1% in the Conversion Price;
provided, however, that any
adjustments which by reason of this paragraph (8) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Article Seventeen shall be made to the nearest cent
or to the nearest one-hundredth of a share of Common Stock, as the case may
be.

     

    (9)           Anything
herein to the contrary notwithstanding, in the event the Company shall declare
any dividend or distribution requiring an adjustment in the Conversion Price
hereunder and shall, thereafter and before the payment of such dividend or
distribution to stockholders, legally abandon its plan to pay such dividend or
distribution, the Conversion Price then in effect hereunder, if changed to
reflect such dividend or distribution, shall upon the legal abandonment of such
plan be changed to the Conversion Price which would have been in effect at the
time of such abandonment (after giving effect to all other adjustments not so
legally abandoned pursuant to the provisions of this Article Seventeen) had such
dividend or distribution never been declared.

     

    (10)         Notwithstanding
any other provision of this Section 1704, no adjustment to the Conversion Price
shall reduce the Conversion Price below the then par value per share of the
Common Stock of the Company, and any such purported adjustment shall instead
reduce the Conversion Price to such par value. Notwithstanding the foregoing
sentence, the Company hereby covenants that it will from time to time take all
such action as may be required to assure that the par value per share of the
Common Stock is at all times equal to or less than the Conversion
Price.

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

     

    (11)         In
the event that this Article Seventeen requires adjustments to the Conversion
Price under more than one of paragraphs (1), (2), (3) or (4) of this Section
1704, and the record or effective dates for the transaction giving rise to such
adjustments shall occur on the same date, then such adjustments shall be made by
applying (to the extent they are applicable), first, the provisions of paragraph
(3) of this Section 1704, second, the provisions of paragraph (1) of this
Section 1704, third, the provisions of paragraph (4) of this Section 1704 and,
fourth, the provisions of paragraph (2) of this Section 1704. Anything herein to
the contrary notwithstanding, no single event shall require or result in
duplicative adjustments in the Conversion Price pursuant to this Section 1704.
After an adjustment to the Conversion Price under this Article Seventeen, any
subsequent event requiring an adjustment under this Article Seventeen shall
cause an adjustment to the Conversion Price as so adjusted. If, after an
adjustment, a Holder of a Security upon conversion of such Security receives
shares of two or more classes of Capital Stock of the Company, the Conversion
Price shall thereafter be subject to adjustment upon the occurrence of an action
taken with respect to any such class of Capital Stock as is contemplated by this
Article Seventeen with respect to the Common Stock in this Article
Seventeen.

     

    SECTION
1705.                 Notice of Adjustments of
Conversion Price.  Whenever
the Conversion Price is adjusted as herein provided:

     

    (1)           the
Company shall compute the adjusted Conversion Price in accordance with Section
1704 or Section 1711 and shall prepare an Officer’s Certificate setting forth
the adjusted Conversion Price and showing in reasonable detail the facts upon
which such adjustment is based, and such certificate shall forthwith be filed
(with a copy to the Trustee) at each office or agency maintained for the purpose
of conversion of any Securities pursuant to Section 1002; and

     

    (2)           a
notice stating that the Conversion Price has been adjusted and setting forth the
adjusted Conversion Price shall forthwith be required, and as soon as
practicable after it is required, such notice shall be mailed by the Company to
all Holders at their last addresses as they shall appear in the Security
Register.

     

    SECTION
1706.                 Notice of Certain Corporate
Action.  In
case:

     

    (1)           the
Company shall take any action that would require a Conversion Price adjustment
pursuant to Section 1704 or Section 1711; or

     

    (2)           there
shall occur any reclassification of the Common Stock of the Company (other than
a subdivision or combination of its outstanding shares of Common Stock), or any
consolidation or merger to which the Company is a party, or the sale, transfer
or lease of all or substantially all of the assets of the Company and for which
approval of any stockholders of the Company is required; or

     

    (3)           there
shall occur the voluntary or involuntary dissolution, liquidation or winding up
of the Company, then the Company shall cause to be filed at each office or
agency maintained for the purpose of conversion of Securities pursuant to
Section 1002, and shall cause to be mailed to all Holders at their last
addresses as they shall appear in the Security Register, at least 10 days prior
to the applicable record, effective or expiration date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
any dividend, distribution or granting of rights, warrants or options, or, if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights, options or
warrants are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and, if applicable, the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

    SECTION
1707.                 Company to Reserve Common
Stock.  The
Company shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued Common Stock, for the purpose of
effecting the conversion of Securities, a number of shares of Common Stock for
the conversion of all outstanding Securities of any series which is convertible
into Common Stock.

     

    SECTION
1708.                 Taxes on
Conversion.  The
Company will pay any and all taxes that may be payable in respect of the issue
or delivery of shares of Common Stock on conversion of Securities pursuant
hereto.  The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.

     

    SECTION
1709.                 Covenants as to Common
Stock.  The
Company covenants that all shares of Common Stock which may be issued upon
conversion of Securities will upon issue be duly and validly issued, fully paid
and nonassessable, free of preemptive or any similar rights, and, except as
provided in Section 1708, the Company will pay all taxes, liens and charges with
respect to the issue thereof.

     

    The
Company will endeavor promptly to comply with all Federal and state securities
laws regulating the offer and delivery of shares of Common Stock upon conversion
of Securities, if any, and will list or cause to have quoted such shares of
Common Stock on each national securities exchange or in the over-the-counter
market or such other market on which the Common Stock is then listed or
quoted.

     

    SECTION
1710.                 Cancellation of Converted
Securities.  All
Securities delivered for conversion shall be delivered to the Trustee to be
cancelled by or at the direction of the Trustee, which shall dispose of the same
as provided in Section 309.

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

    SECTION
1711.                 Provisions in Case of
Consolidation, Merger or Sale of Assets; Special
Distributions. If any
of the following shall occur, namely: (i) any reclassification or change of
outstanding shares of Common Stock issuable upon conversion of Securities (other
than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination), (ii) any
consolidation or merger to which the Company is a party other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in name, or par value, or
from par value to no par value, or from no par value to par value or as a result
of a subdivision or combination) in, outstanding shares of Common Stock or (iii)
any sale or conveyance of all or substantially all of the property or business
of the Company as an entirety, then the Person formed by such consolidation or
resulting from such merger or which acquires such properties or assets, as the
case may be, shall as a condition precedent to such transaction execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then outstanding shall have the right thereafter, during the
period such Security shall be convertible as specified in Section 1701, to
convert such Security only into the kind and amount of securities, cash and
other property receivable, if any, upon such consolidation, merger, sale,
transfer or lease by a holder of the number of shares of Common Stock of the
Company into which such Security might have been converted immediately prior to
such consolidation, merger, sale, transfer or lease; provided that the kind and
amount of securities, cash and other property so receivable shall be determined
on the basis of the following assumptions. The holder of Common Stock referred
to in the foregoing sentence:

     

    (1)           is
not (a) a Person with which the Company consolidated, (b) a Person
into which the Company merged or which merged into the Company, or (c) a
Person to which such sale, transfer or lease was made  (any Person
described in the foregoing clauses (a), (b), or (c), hereinafter referred to as
a “Constituent Person”), or (d) an Affiliate of a Constituent Person;
and

     

    (2)           failed
to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
sale, transfer or lease (provided that if the kind or amount of securities, cash
and other property receivable upon such consolidation, merger, sale transfer or
lease is not the same for each share of Common Stock of the Company in respect
of which such rights of election shall not have been exercised, then for the
purpose of this Section 1711 the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale, transfer or
lease shall be deemed to be the kind and amount so receivable per share by a
plurality of such shares of Common Stock).

     

    Such
supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article Seventeen.  If, in the case of any such consolidation,
merger, sale transfer or lease the stock or other securities and property
(including cash) receivable thereupon by a holder of Common Stock includes
shares of stock or other securities and property of a corporation other than the
successor or purchasing corporation, as the case may be, in such consolidation,
merger, sale, transfer or lease then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Securities as the Board of
Directors of the Company shall reasonably consider necessary by reason of the
foregoing.  The above provisions of this Section 1711 shall
similarly apply to successive consolidations, mergers, sales, transfers or
leases.

     

    In the
event the Company shall execute a supplemental indenture pursuant to this
Section 1711, the Company shall promptly file with the Trustee an Officers’
Certificate briefly stating the reasons therefor, the kind or amount of shares
of stock or securities or property (including cash) receivable by Holders of the
Securities upon the conversion of their Securities after any such
reclassification, change, consolidation, merger, sale, transfer or lease and any
adjustment to be made with respect thereto.

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

     

    If the
Company makes a distribution to all holders of its Common Stock that constitutes
an Unadjusted Distribution pursuant to the last sentence of paragraph (4) of
Section 1704, then, from and after the record date for determining the holders
of Common Stock entitled to receive such distribution (the “Distribution Record
Date”), a Holder of a Security who converts such Security in accordance with the
provisions of this Indenture shall, upon conversion, be entitled to receive, in
addition to the shares of Common Stock into which the Security is convertible,
the kind and amount of evidences of indebtedness, shares of Capital Stock, or
other assets or subscription rights or warrants, as the case may be, comprising
the distribution that such Holder would have received if such Holder had
converted the Security immediately prior to the Distribution Record
Date.

     

    SECTION
1712.                 Trustee Adjustment
Disclaimer; Company Determination Final.  The
Trustee has no duty to determine when an adjustment under this Article Seventeen
should be made, how it should be made or what it should be.  The
Trustee has no duty to determine whether a supplemental indenture under Section
1711 need be entered into or whether any provisions of any supplemental
indenture are correct.  The Trustee shall not be accountable for and
makes no representation as to the validity or value of any securities or assets
issued upon conversion of Securities.  The Trustee shall not be
responsible for the Company’s failure to comply with this Article
Seventeen.  Any determination that the Company or the Board of
Directors must make pursuant to this Article Seventeen is conclusive,
absent manifest error.

     

    SECTION
1713.                 When No Adjustment
Required.  Except
as expressly set forth in Section 1704, no adjustment in the Conversion Price
shall be made because the Company issues, in exchange for cash, property or
services, shares of its Common Stock, or any securities convertible into or
exchangeable for shares of its Common Stock, or securities (including warrants,
rights and options) carrying the right to subscribe for or purchase shares of
its Common Stock or such convertible or exchangeable securities.

     

    (1)           Notwithstanding
anything herein to the contrary, no adjustment in the Conversion Price shall be
made pursuant to Section 1704 in respect of any dividend or distribution if the
Holders may participate therein (on a basis to be determined in good faith by
the Board of Directors) and receive the same consideration they would have
received if they had converted the Securities immediately prior to the record
date with respect to such dividend or distribution.

     

    SECTION
1714.                 Equivalent
Adjustments.  In
the event that, as a result of an adjustment made pursuant to Section 1704
above, the holder of any Security thereafter surrendered for conversion shall
become entitled to receive any shares of Capital Stock of the Company other than
shares of its Common Stock, thereafter the Conversion Price of such other shares
so receivable upon conversion of any Securities shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to Common Stock contained in this
Article Seventeen.

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    SIGNATURES

     

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

     

    
      
        
          
            
              
                
                  
                    
                      	
                              NEXMED,
      INC.

                            
	 
      
	
                              By:

                            	  
      
	
                              Name:

                            
	
                              Title:

                            


                    

                  

                

                


                
                  
                    
                      	 
      	
                              ,

                            
	
                              as
      Trustee

                            


                    

                  

                

                


                
                  
                    
                      	
                              By:

                            	  
      
	
                              Name:

                            
	
                              Title:

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        95

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM OF
REDEEMABLE OR NON-REDEEMABLE SUBORDINATED SECURITY

     

    [Face of
Security]

     

    [If the
Holder of this Security (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Security is a Global Security and the
following two legends apply:

     

    Unless
this Security is presented by an authorized representative of The Depository
Trust Company a New York corporation (“DTC”) to the Company or its agent for
registration of transfer, conversion, exchange or payment, and such Security
issued is registered in the name of Cede & Co., or in such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

     

    Unless and until this Security is
exchanged in whole or in part for Securities in certificated form, this Security
may not be transferred except as a whole by DTC to a nominee thereof or by a
nominee thereof to DTC or another nominee of DTC or by DTC or any such nominee
to a successor of DTC or a nominee of such successor.]

     

    [If this Security is an
Original Issue Discount Security, insert — FOR PURPOSES OF SECTION 1273
and 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT ON THIS SECURITY IS ___% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE
IS __________ __, 20__, AND THE YIELD TO MATURITY IS ___%.  THE METHOD
USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT
ACCRUAL PERIOD OF __________ __, 20__ TO __________ __, 20__, IS ___% OF THE
PRINCIPAL AMOUNT OF THIS SECURITY.]

     

    NEXMED,
INC.

     

    [Designation
of Series]

     

    
      	
              No.
      __________

            	
              $__________

            


    

     

    CUSIP No.
__________

     

    NEXMED,
INC., a Nevada corporation (herein referred to as the “Company,” which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to __________ or
registered assigns the principal sum of __________ Dollars on __________ (the
“Stated Maturity Date”)  [or insert date fixed for
earlier redemption (the “Redemption Date,” and together with the Stated
Maturity Date with respect to principal repayable on such date, the “Maturity
Date.”)]

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    [If the Security is to bear
interest prior to Maturity, insert — and to pay interest thereon from
__________ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on __________ and __________ in
each year (each, an “Interest Payment Date”), commencing __________, at the rate
of ___% per annum, until the principal hereof is paid or duly provided
for.  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Holder in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the __________ or __________ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date [at
the office or agency of the Company maintained for such purpose; provided, however, that such
interest may be paid, at the Company’s option, by mailing a check to such Holder
at its registered address or by transfer of funds to an account maintained by
such Holder within the United States].  Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any over-the-counter market or securities exchange on
which the Securities of this series may be quoted or listed, and upon such
notice as may be required by such market or exchange, all as more fully provided
in the Indenture.  Interest will be computed on the basis of a 360-day
year of twelve 30-day months.]

     

    [If the Security is not to
bear interest prior to Maturity, insert — The principal of this Security
shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at the [Stated] Maturity Date and in such
case the overdue principal of this Security shall bear interest at the rate of
___% per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in payment to the
date payment of such principal has been made or duly provided
for.  Interest on any overdue principal shall be payable on
demand.  Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ___% per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment of such
interest has been made or duly provided for, and such interest shall also be
payable on demand.]

     

    The
principal of this Security payable on the Stated Maturity Date [or the principal
of, premium or Make-Whole Amount, if any, and, if the Redemption Date is not an
Interest Payment Date, interest on this Security payable on the Redemption Date]
will be paid against presentation of this Security at the office or agency of
the Company maintained for that purpose in __________, in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Interest
payable on this Security on any Interest Payment Date and on the [Stated]
Maturity Date [or Redemption Date, as the case may be,] will include interest
accrued from and including the next preceding Interest Payment Date in respect
of which interest has been paid or duly provided for (or from and including
__________, if no interest has
been  paid  on  this Security) to but excluding
such Interest Payment Date or the [Stated] Maturity Date [or Redemption Date, as
the case may be.]  If any Interest Payment Date or the [Stated]
Maturity Date or [Redemption Date] falls on a day that is not a Business Day, as
defined below, principal, premium or Make-Whole Amount, if any, and/or interest
payable with respect to such Interest Payment Date or [Stated] Maturity Date [or
Redemption Date, as the case may be,] will be paid on the next succeeding
Business Day with the same force and effect as if it were paid on the date such
payment was due, and no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date or [Stated] Maturity Date [or
Redemption Date, as the case may be.]  “Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions in The City of New York are required or authorized by
law, regulation or executive order to close.

     

    [If this Security is a Global
Security, insert — All payments of principal, premium or Make-Whole
Amount, if any, and interest in respect of this Security will be made by the
Company in immediately available funds.]

     

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

     

    Unless
the Certificate of Authentication hereon has been executed by the Trustee by
manual signature of one of its authorized signatories, this Security shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.

     

    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its facsimile corporate seal.

     

    Dated:  __________

     

    
      
        
          	
                  NEXMED,
      INC.

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    
      
        
          	
                  Attest:

                
	 
      
	 
      
	
                  Secretary

                


        

      

    


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    [Reverse
of Security]

     

    NEXMED,
INC.

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under
an

     

    Indenture,
dated as of __________ __, 20__ (herein called the “Indenture”) between the
Company and ____________________________, as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture with
respect to the series of which this Security is a part), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the duly authorized series of
Securities designated on the face hereof (collectively, the “Securities”),
[if applicable,
insert — and the aggregate principal amount of the Securities to be
issued under such series is limited to $__________ (except for Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of
other Securities).]  All terms used in this Security which are defined
in the Indenture shall have the meanings assigned to them in the
Indenture.

     

    If an
Event of Default, as defined in the Indenture, shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.

     

    [If applicable, insert
— The Securities may not be redeemed prior to the Stated Maturity
Date.]

     

    [If applicable, insert
— The Securities are subject to redemption [ (l) (If applicable,
insert — on __________ in any year commencing with the year __________
and ending with the year __________ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and (2)
] [If applicable,
insert — at any time [on or after __________], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount):

     

     If
redeemed on or before __________, ___% and if redeemed during the 12-month
period beginning __________ of the years indicated at the Redemption Prices
indicated below.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Year

                              	 	
                                Redemption Price

                              	 	
                                Year

                              	 	
                                Redemption Price

                              	 
	 
      	 	 
      	 	 
      	 	 
      	 


                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    [If applicable, insert
— The Securities are subject to redemption (1) on __________ in any year
commencing with the year __________ and ending with the year __________ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after __________], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning __________ of the years
indicated,

     

    
      
        
          
            
              
                
                  
                    	
                            Year

                          	 	
                            Redemption Price for

                            Redemption Through

                            Operation of the Sinking Fund

                          	 	
                            Redemption Price for

                            Redemption Otherwise Than

                            Through Operation of the

                            Sinking Fund

                          
	 
      	 	 
      	 	 
      


                  

                

              

            

          

        

      

    

     

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

     

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

     

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

     

    Notice of
redemption will be given by mail to Holders of Securities, not less than 30 nor
more than 60 days prior to the Redemption Date, all as provided in the
Indenture.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    In the
event of redemption of this Security in part only, a new Security or Securities
for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.

     

    [If
applicable, insert conversion provisions set forth in any Board Resolution or
indenture supplemental to the Indenture.]

     

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

     

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

     

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

     

    As
provided in the Indenture and subject to certain limitations therein [and
herein] set forth, this Security is exchangeable for a like aggregate principal
amount of Securities of different authorized denominations but otherwise having
the same terms and conditions, as requested by the Holder hereof surrendering
the same.

     

    This
Security is subordinated to the prior payment in full in cash of Senior
Indebtedness to the extent set forth in Article Sixteen of the
Indenture.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    The
Securities of this series are issuable only in registered form [without coupons]
in denominations of $__________ and any integral multiple thereof.

     

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

     

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

     

    No
recourse shall be had for the payment of the principal of or premium or
Make-Whole Amount, if any, or the interest on this Security, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any past, present or
future stockholder, employee, officer or director, as such, of the Company or of
any successor, either directly or through the Company or any successor, whether
by virtue of any constitution, statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

     

    The
Indenture and the Securities shall be governed by and construed in accordance
with the laws of [___________] applicable to agreements made and to be performed
entirely in such State.

     

    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORMS OF
CERTIFICATION

     

    EXHIBIT
B-1

     

    FORM OF
CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER
SECURITY OR TO
OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

     

    CERTIFICATE

     

    [Insert
title or sufficient description of Securities to be delivered]

     

    This is
to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
(“United States person(s)”), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise NexMed, Inc. or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in
addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.

     

    As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and its “possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

     

    We
undertake to advise you promptly by tested telex or by telecopy on or prior to
the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
operating procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    This
certificate excepts and does not relate to [U.S.$] of such interest in the
above-captioned Securities in respect of which we are not able to certify and as
to which we understand an exchange for an interest in a permanent Global
Security or an exchange for and delivery of definitive Securities (or, if
relevant, collection of any interest) cannot be made until we do so
certify.

     

    We
understand that this certificate may be required in connection with certain tax
legislation in the United States.  If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such
proceedings.

     

    Dated:
__________

     

    [To be
dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

     

    
      
        
          
            
              
                	
                        [Name
      of Person Making Certification]

                      	 
      
	 
      	 
      
	 
      	 
      
	
                        (Authorized
      Signature)

                      	 
      
	
                        Name:

                      	 
      
	
                        Title:

                      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    EXHIBIT
B-2

     

    FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM S.A. IN
CONNECTION WITH
THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL
SECURITY OR TO OBTAIN
INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

     

    CERTIFICATE

     

    [Insert
title or sufficient description of Securities to be delivered]

     

    This is
to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal
amount set forth below (our “Member Organizations”) substantially in the form
attached hereto, as of the date hereof, [U.S.$] principal amount of the
above-captioned Securities (i) is owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source (“United States person(s)”), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such financial institution has agreed, on its own behalf or through its
agent, that we may advise NexMed, Inc. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

     

    As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and its “Possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

     

    We
further certify that (i) we are not making available herewith for exchange (or,
if relevant, collection of any interest) any portion of the temporary Global
Security representing the above-captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

     

    We
understand that this certification is required in connection with certain tax
legislation in the United States.  If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such
proceedings.

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    Dated:
__________

     

    [To be
dated no earlier than the Exchange Date or the relevant Interest Payment Date
occurring prior to the Exchange Date, as applicable]

     

    [Morgan
Guaranty Trust Company of New York, Brussels Office, as Operator of the
Euroclear System Clearstream Banking Luxembourg]

     

    
      
        
          
            
              
                
                  	
                          By:

                        	 
      	  
      
	 
      	
                          Name:

                        	 
	 
      	
                          Title:

                        	 


                

              

            

          

        

      

    

     

    
      
         


      

      
        B-4