Exhibit
4.9

     

    


     

    BIOMIMETIC
THERAPEUTICS, INC.,

    as
Issuer

     

    and

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,

    as
Trustee

     

    _________________

     

    INDENTURE

     

    Dated as
of [____________, _____]

     

    _________________

     

    Senior
Debt Securities

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CROSS-REFERENCE
SHEET*

     

    between

     

    Provisions
of Sections 310 through 318 of the Trust Indenture Act of 1939, as amended, and
the within Indenture between BioMimetic Therapeutics, Inc. and The Bank of New
York Mellon Trust Company, N.A., Trustee:

     

    ______________

     

    
      	
              SECTION
      OF ACT

            	
              SECTION
      OF INDENTURE

            
	 	 
	
              310(a)(1)
      and (2)

            	
              7.09

            
	
              310(a)(3)
      and (4)

            	
              Not
      applicable

            
	
              310(b)

            	
              7.08
      and 7.10

            
	
              310(c)

            	
              Not
      applicable

            
	
              311(a)
      and (b)

            	
              7.13

            
	
              311(c)

            	
              Not
      applicable

            
	
              312(a)

            	
              5.01
      and 5.02(a)

            
	
              312(b)
      and (c)

            	
              5.02(b)
      and (c)

            
	
              313(a)

            	
              5.04(a)

            
	
              313(b)(1)

            	
              Not
      applicable

            
	
              313(b)(2)

            	
              5.04(b)

            
	
              313(c)

            	
              5.04(c)

            
	
              313(d)

            	
              5.04(d)

            
	
              314(a)

            	
              5.03

            
	
              314(b)

            	
              Not
      applicable

            
	
              314(c)(1)
      and (2)

            	
              14.04

            
	
              314(c)(3)

            	
              Not
      applicable

            
	
              314(d)

            	
              Not
      applicable

            
	
              314(e)

            	
              15.05

            
	
              314(f)

            	
              Not
      applicable

            
	
              315(a),
      (c) and (d)

            	
              7.01

            
	
              315(b)

            	
              7.14

            
	
              315(e)

            	
              6.14

            
	
              316(a)(1)

            	
              6.12

            
	
              316(a)(2)

            	
              Omitted

            
	
              316(a)
      last sentence

            	
              8.04

            
	
              316(b)

            	
              6.08

            
	
              317(a)

            	
              6.03
      and 6.04

            
	
              317(b)

            	
              4.03(a)

            
	
              318(a)

            	
              15.07

            


    

    


    


    *This
Cross-Reference Sheet is not part of the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

       

      PAGE

       

    

    ARTICLE 1

     

    DEFINITIONS

     

    
      	
              SECTION
      1.01.

            	
              Definitions

            	
              1

            


    

     

    ARTICLE
2

     

    ISSUE,
EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

     

    
      	
              SECTION
      2.01.

            	
              Amount
      Unlimited; Issuable in Series

            	
              6

            
	
              SECTION
      2.02.

            	
              Form
      of Trustee’s Certificate of Authentication

            	
              7

            
	
              SECTION
      2.03.

            	
              Form
      of Securities Generally; Establishment of Terms of Series

            	
              7

            
	
              SECTION
      2.04.

            	
              Securities
      in Global Form

            	
              10

            
	
              SECTION
      2.05.

            	
              Denominations;
      Record Date; Payment of Interest

            	
              11

            
	
              SECTION
      2.06.

            	
              Execution,
      Authentication, Delivery and Dating of Securities

            	
              12

            
	
              SECTION
      2.07.

            	
              Exchange
      and Registration of Transfer of Securities

            	
              15

            
	
              SECTION
      2.08.

            	
              Temporary
      Securities

            	
              17

            
	
              SECTION
      2.09.

            	
              Mutilated,
      Destroyed, Lost or Stolen Securities and Coupons

            	
              20

            
	
              SECTION
      2.10.

            	
              Cancellation

            	
              21

            
	
              SECTION
      2.11.

            	
              Book-Entry
      Only System

            	
              21

            


    

     

    ARTICLE
3

     

    REDEMPTION
OF SECURITIES

     

    
      	
              SECTION
      3.01.

            	
              Redemption
      of Securities; Applicability of Section

            	
              22

            
	
              SECTION
      3.02.

            	
              Notice
      of Redemption; Selection of Securities

            	
              22

            
	
              SECTION
      3.03.

            	
              Payment
      of Securities Called for Redemption

            	
              23

            
	
              SECTION
      3.04.

            	
              Redemption
      Suspended During Event of Default

            	
              25

            


    

     

    ARTICLE
4

     

    PARTICULAR
COVENANTS OF THE COMPANY

     

    
      	
              SECTION
      4.01.

            	
              Payment
      of Principal, Premium and Interest

            	
              25

            
	
              SECTION
      4.02.

            	
              Offices
      for Notices and Payments, etc

            	
              25

            
	
              SECTION
      4.03.

            	
              Provisions
      as to Paying Agent

            	
              27

            
	
              SECTION
      4.04.

            	
              Statement
      as to Compliance

            	
              28

            
	
              SECTION
      4.05.

            	
              Corporate
      Existence

            	
              28

            
	
              SECTION
      4.06.

            	
              Reserved

            	
              28

            
	
              SECTION
      4.07.

            	
              Waiver
      of Covenants

            	
              28

            


    

     

    ARTICLE
5

     

    SECURITYHOLDER
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     

    
      	
              SECTION
      5.01.

            	
              Securityholder
      Lists

            	
              29

            
	
              SECTION
      5.02.

            	
              Preservation
      and Disclosure of Lists

            	
              29

            
	
              SECTION
      5.03.

            	
              Reports
      by the Company

            	
              29

            
	
              SECTION
      5.04.

            	
              Reports
      by the Trustee

            	
              30

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

      (Continued)

      PAGE

       

    

    ARTICLE
6

     

    REMEDIES

     

    
      	
              SECTION
      6.01.

            	
              Events
      of Default; Acceleration of Maturity

            	
              30

            
	
              SECTION
      6.02.

            	
              Rescission
      and Annulment

            	
              32

            
	
              SECTION
      6.03.

            	
              Collection
      of Indebtedness and Suits for Enforcement by Trustee

            	
              32

            
	
              SECTION
      6.04.

            	
              Trustee
      May File Proofs of Claim

            	
              33

            
	
              SECTION
      6.05.

            	
              Trustee
      May Enforce Claims Without Possession of Securities or
    Coupons

            	
              34

            
	
              SECTION
      6.06.

            	
              Application
      of Money Collected

            	
              34

            
	
              SECTION
      6.07.

            	
              Limitation
      on Suits

            	
              35

            
	
              SECTION
      6.08.

            	
              Unconditional
      Right of Securityholders to Receive Principal and Interest

            	
              35

            
	
              SECTION
      6.09.

            	
              Restoration
      of Rights and Remedies

            	
              36

            
	
              SECTION
      6.10.

            	
              Rights
      and Remedies Cumulative

            	
              36

            
	
              SECTION
      6.11.

            	
              Delay
      or Omission Not Waiver

            	
              36

            
	
              SECTION
      6.12.

            	
              Control
      by Securityholders

            	
              36

            
	
              SECTION
      6.13.

            	
              Waiver
      of Past Defaults

            	
              37

            
	
              SECTION
      6.14.

            	
              Undertaking
      for Costs

            	
              37

            
	
              SECTION
      6.15.

            	
              Waiver
      of Stay or Extension Laws

            	
              38

            


    

     

    ARTICLE
7

     

    CONCERNING
THE TRUSTEE

     

    
      	
              SECTION
      7.01.

            	
              Duties
      and Responsibilities of Trustee

            	
              38

            
	
              SECTION
      7.02.

            	
              Reliance
      on Documents, Opinions, etc.

            	
              39

            
	
              SECTION
      7.03.

            	
              No
      Responsibility for Recitals, etc

            	
              40

            
	
              SECTION
      7.04.

            	
              Ownership
      of Securities

            	
              40

            
	
              SECTION
      7.05.

            	
              Moneys
      to be Held in Trust

            	
              40

            
	
              SECTION
      7.06.

            	
              Compensation
      and Expenses of Trustee

            	
              40

            
	
              SECTION
      7.07.

            	
              Officers’
      Certificate as Evidence

            	
              41

            
	
              SECTION
      7.08.

            	
              Disqualifications;
      Conflicting Interest of Trustee

            	
              42

            
	
              SECTION
      7.09.

            	
              Eligibility
      of Trustee

            	
              42

            
	
              SECTION
      7.10.

            	
              Resignation
      or Removal of Trustee

            	
              42

            
	
              SECTION
      7.11.

            	
              Acceptance
      by Successor Trustee

            	
              43

            
	
              SECTION
      7.12.

            	
              Successor
      by Merger, etc

            	
              44

            
	
              SECTION
      7.13.

            	
              Limitations
      on Rights of Trustee as Creditor

            	
              44

            
	
              SECTION
      7.14.

            	
              Notice
      of Default

            	
              45

            
	
              SECTION
      7.15.

            	
              Appointment
      of Authenticating Agent

            	
              45

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

      (Continued)

      PAGE

       

    

    ARTICLE
8

     

    CONCERNING
THE SECURITYHOLDERS

     

    
      	
              SECTION
      8.01.

            	
              Action
      by Securityholders

            	
              47

            
	
              SECTION
      8.02.

            	
              Proof
      of Execution by Securityholders

            	
              47

            
	
              SECTION
      8.03.

            	
              Who
      Are Deemed Absolute Owners

            	
              48

            
	
              SECTION
      8.04.

            	
              Company-Owned
      Securities Disregarded

            	
              48

            
	
              SECTION
      8.05.

            	
              Revocation
      of Consents; Future Securityholders Bound

            	
              49

            
	
              SECTION
      8.06.

            	
              Record
      Date

            	
              49

            


    

     

    ARTICLE
9

     

    SECURITYHOLDERS’
MEETINGS

     

    
      	
              SECTION
      9.01.

            	
              Purposes
      of Meeting

            	
              50

            
	
              SECTION
      9.02.

            	
              Call
      of Meetings by Trustee

            	
              50

            
	
              SECTION
      9.03.

            	
              Call
      of Meetings by Company or Securityholders

            	
              50

            
	
              SECTION
      9.04.

            	
              Qualifications
      for Voting

            	
              50

            
	
              SECTION
      9.05.

            	
              Regulations

            	
              51

            
	
              SECTION
      9.06.

            	
              Voting

            	
              51

            


    

     

    ARTICLE
10

     

    SUPPLEMENTAL
INDENTURES

     

    
      	
              SECTION
      10.01.

            	
              Supplemental
      Indentures without Consent of Securityholders

            	
              52

            
	
              SECTION
      10.02.

            	
              Supplemental
      Indentures with Consent of Holders

            	
              53

            
	
              SECTION
      10.03.

            	
              Compliance
      with Trust Indenture Act; Effect of Supplemental
Indentures

            	
              54

            
	
              SECTION
      10.04.

            	
              Notation
      on Securities

            	
              55

            


    

     

    ARTICLE
11

     

    CONSOLIDATION,
MERGER, SALE OR CONVEYANCE

     

    
      	
              SECTION
      11.01.

            	
              Company
      May Consolidate, etc., on Certain Terms

            	
              55

            
	
              SECTION
      11.02.

            	
              Successor
      Corporation Substituted

            	
              55

            
	
              SECTION
      11.03.

            	
              Opinion
      of Counsel and Officers’ Certificate to be Given Trustee

            	
              56

            


    

     

    ARTICLE
12

     

    SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     

    
      	
              SECTION
      12.01.

            	
              Discharge
      of Indenture

            	
              56

            
	
              SECTION
      12.02.

            	
              Deposited
      Moneys to be Held in Trust by Trustee

            	
              57

            
	
              SECTION
      12.03.

            	
              Paying
      Agent to Repay Moneys Held

            	
              57

            
	
              SECTION
      12.04.

            	
              Return
      of Unclaimed Moneys

            	
              57

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

      (Continued)

      PAGE

       

    

    ARTICLE
13

     

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     

    
      	
              SECTION
      13.01.

            	
              Indenture
      and Securities Solely Corporate Obligations

            	
              58

            


    

     

    ARTICLE
14

     

    DEFEASANCE
AND COVENANT DEFEASANCE

     

    
      	
              SECTION
      14.01.

            	
              Applicability
      of Article

            	
              58

            
	
              SECTION
      14.02.

            	
              Defeasance
      and Discharge

            	
              58

            
	
              SECTION
      14.03.

            	
              Covenant
      Defeasance

            	
              59

            
	
              SECTION
      14.04.

            	
              Conditions
      to Defeasance or Covenant Defeasance

            	
              59

            
	
              SECTION
      14.05.

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

            	
              61

            


    

     

    ARTICLE
15

     

    MISCELLANEOUS
PROVISIONS

     

    
      	
              SECTION
      15.01.

            	
              Benefits
      of Indenture Restricted to Parties and Securityholders

            	
              61

            
	
              SECTION
      15.02.

            	
              Provisions
      Binding on Company’s Successors

            	
              62

            
	
              SECTION
      15.03.

            	
              Addresses
      for Notices, etc., to Company and Trustee

            	
              62

            
	
              SECTION
      15.04.

            	
              Notice
      to Holders of Securities; Waiver

            	
              62

            
	
              SECTION
      15.05.

            	
              Evidence
      of Compliance with Conditions Precedent

            	
              63

            
	
              SECTION
      15.06.

            	
              Legal
      Holidays

            	
              63

            
	
              SECTION
      15.07.

            	
              Trust
      Indenture Act to Control

            	
              64

            
	
              SECTION
      15.08.

            	
              Execution
      in Counterparts

            	
              64

            
	
              SECTION
      15.09.

            	
              Governing
      Law

            	
              64

            
	
              SECTION
      15.10.

            	
              Separability
      Clause

            	
              64

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    THIS
INDENTURE, dated as of [__________, ____] between BioMimetic Therapeutics, Inc.,
a corporation duly organized and existing under the laws of the State of
Delaware (the “Company”), and The Bank of New York Mellon Trust Company, N.A.
(the “Trustee”, which term shall include any successor trustee appointed
pursuant to Article 7 of this Indenture).

     

    WHEREAS,
the Company deems it necessary to issue from time to time for its lawful
purposes securities (the “Securities”) evidencing its unsecured indebtedness and
has duly authorized the execution and delivery of this Indenture to provide for
the issuance of the Securities in one or more series, unlimited as to principal
amount, to bear such rates of interest, to mature at such time or times, and to
have such other provisions as shall be fixed as hereinafter provided;
and

     

    WHEREAS,
the Company represents that all acts and things necessary to constitute these
presents a valid indenture and agreement according to its terms have been done
and performed, and the execution of this Indenture has in all respects been duly
authorized, and the Company, in the exercise of legal right and power in it
vested, is executing this Indenture;

     

    NOW,
THEREFORE:

     

    In order
to declare the terms and conditions upon which the Securities are authenticated,
issued and received, and in consideration of the premises, of the purchase and
acceptance of the Securities by the holders thereof and of the sum of One Dollar
to it duly paid by the Trustee at the execution of these presents, the receipt
whereof is hereby acknowledged, the Company covenants and agrees with the
Trustee, for the equal and proportionate benefit of the respective holders from
time to time of the Securities, as follows:

     

    ARTICLE
1

     

    DEFINITIONS

     

    SECTION
1.01.  Definitions.

     

    The terms
defined in this Section (except as herein otherwise expressly provided or unless
the context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section.  All other terms used in this Indenture that are defined
in the Trust Indenture Act of 1939 or that are by reference therein defined in
the Securities Act of 1933 shall have the meanings (except as herein otherwise
expressly provided or unless the context otherwise requires) assigned to such
terms in the Trust Indenture Act of 1939 and in the Securities Act of 1933 as in
force at the date of this Indenture as originally executed.  All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles, and the term “generally accepted accounting principles” means such
accounting principles as are generally accepted at the time of any
computation.  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.  The terms defined
in this Article have the meanings assigned to them in this Article and include
the plural as well as the singular.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Additional Amounts” shall mean
any additional amounts to be paid by the Company in respect of the Securities of
a series, as may be specified pursuant to Section 2.03(b) hereof and in
such Security and under the circumstances specified therein, in respect of
specified taxes, assessments or other governmental charges imposed on certain
holders who are United States Aliens.

     

    “Authorized Newspaper” shall
mean a newspaper (which, in the case of the United Kingdom, will, if
practicable, be the Financial Times (London Edition) and, in the case of
Luxembourg, will, if practicable, be the Luxemburger Wort) of general
circulation in the place of publication, published in an official language of
the country of publication and customarily published at least once a day for at
least five days in each calendar week.  Whenever successive weekly
publications in an Authorized Newspaper are authorized or required hereunder,
they may be made (unless otherwise provided herein) on the same or different
days of the week and in the same or different Authorized
Newspapers.  If it shall be impractical in the opinion of the Trustee
to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient publication
of such notice.

     

    “Authorized Officer” shall have
the meaning set forth in Section 3.02 hereof.

     

    “Bearer Security” shall mean
any Security established pursuant to Section 2.01 and Section 2.03(b)
hereof which is payable to bearer (including without limitation any Security in
temporary or permanent global bearer form) and title to which passes by delivery
only, but does not include any coupons.

     

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

     

    “Board Resolution” shall mean a
resolution certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors or by a committee acting
under authority of or appointment by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the
Trustee.

     

    “Business Day” shall mean,
unless otherwise specified pursuant to Section 2.03(b), with respect to any
Place of Payment or any other particular location referred to in this Indenture
or in the Securities, a day that in the city (or in any one of the cities, if
more than one) in which amounts are payable, as specified in the form of such
Security, is not a day on which banking institutions are authorized or required
by law or regulation to be closed.

     

    “Capital Stock” shall mean, as
to shares of a particular corporation, outstanding shares of stock of any class,
whether now or hereafter authorized, irrespective of whether such class shall be
limited to a fixed sum or percentage in respect of the rights of the holders
thereof to participate in dividends and in the distribution of assets upon the
voluntary liquidation, dissolution or winding up of such
corporation.

     

    “Clearstream, Luxembourg” shall
mean Clearstream Banking, société anonyme, Luxembourg, or any successor
thereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Common Depositary” shall have
the meaning set forth in Section 2.08 hereof.

     

    “Commission” shall mean the
Securities and Exchange Commission or any successor agency.

     

    “Company” shall mean the person
named as the “Company” in the first paragraph of this instrument 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,” “Company Order” and “Company Consent” mean,
respectively, a written request, order or consent signed in the name of the
Company by its Chief Executive Officer, President, Chief Financial Officer, Vice
President, General Counsel, Deputy or Associate General Counsel or Treasurer and
delivered to the Trustee.

     

    “coupon” shall mean any
interest coupon appertaining to a Bearer Security.

     

    “Default” or “default” shall have the
meaning specified in Article 6.

     

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

     

    “Euroclear” shall mean
Euroclear Bank, headquartered in Brussels, or any successor thereof, as the
operator of the Euroclear System.

     

    “Euro Security” shall mean any
Bearer Security, any Security initially represented by a Security in temporary
global form exchangeable for Bearer Securities and any Security in permanent
global form exchangeable for Bearer Securities.

     

    “Event of Default” shall have
the meaning specified in Article 6.

     

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

     

    “Exchange Date” shall have the
meaning set forth in Section 2.08.

     

    “holder,” “holder of Securities,” “securityholder” or other
similar term shall mean (a) in the case of any Registered Security, the
person in whose name such Security is registered in the Security Register kept
by the Company for that purpose, in accordance with the terms hereof, and
(b) in the case of any Bearer Security, the bearer thereof, and as used
with respect to any coupon appertaining to any Bearer Security, the term
“holder” shall mean the bearer thereof.

     

    “Indenture” shall mean this
instrument as originally executed and delivered or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including without limitation,
the forms and terms of particular series of Securities established as
contemplated by Article 2.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Officers’ Certificate” shall
mean a certificate signed by the Chief Executive Officer, President, Chief
Financial Officer, Vice President, General Counsel, Deputy or Assistant General
Counsel or Treasurer of the Company and delivered to the Trustee.

     

    “Opinion of Counsel” shall mean
an opinion in writing signed by legal counsel, who may be an employee of or
counsel to the Company and who shall be reasonably satisfactory to the Trustee,
or who may be other counsel reasonably satisfactory to the Trustee.

     

    “Original Issue Discount
Securities” shall mean any Securities that are initially sold at a
discount from the principal amount thereof and that provide upon an Event of
Default for declaration of an amount less than the principal amount thereof to
be due and payable upon acceleration thereof.

     

    “Outstanding” or “outstanding,” when used with
reference to the Securities, shall, subject to the provisions of
Section 7.08, Section 8.01 and Section 8.04, mean, as of any
particular time, all Securities authenticated and delivered by the Trustee under
this Indenture, except:

     

    (a)  the
Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

     

    (b)  the
Securities, or portions thereof, for the payment or redemption of which moneys
in the necessary amount shall have been deposited in trust with the Trustee or
with any paying agent (other than the Company) or shall have been set aside and
segregated and held 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, that if such Securities, or portions thereof, are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as provided in Article 3, or provision satisfactory to the Trustee
shall have been made for giving such notice;

     

    (c)  the
Securities that have been defeased pursuant to Section 14.02 hereof;
and

     

    (d)  the
Securities that have been paid pursuant to Section 2.09, or the Securities
in exchange for, in lieu of and in substitution for which other Securities shall
have been authenticated and delivered pursuant to the terms of
Section 2.07, unless proof satisfactory to the Trustee is presented that
any such Securities are held by bona fide holders in due course.

     

    “Periodic Offering” shall mean
an offering of the Securities of a series, from time to time, the specific terms
of which (including, without limitation, the rate or rates of interest or
formula for determining the rate or rates of interest thereon, if any, the
maturity date or dates thereof and the redemption provisions, if any, with
respect thereto) are to be determined by the Company upon the issuance of such
Securities.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Person” or “person” shall mean 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.

     

    “Place of Payment,” when used
with respect to the Securities of any series, means the place or places where,
subject to the provisions of Section 4.02, the principal of (and premium,
if any, on) and any interest on the Securities of that series are payable as
specified as contemplated by Section 2.03(b).

     

    “Possessions,” when used with
respect to the United States, shall include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands.

     

    “record date” as used with
respect to any interest payment date shall have the meaning specified in
Section 2.05.

     

    “Registered Security” shall
mean any Security established pursuant to Section 2.01 and
Section 2.03(b) that is registered on the Security Register of the
Company.

     

    “Responsible Officer,” when
used with respect to the Trustee, shall mean any officer within the Corporate
Trust Office of the Trustee (or any successor group of the Trustee), including
any Vice President, Assistant Vice President, Assistant Secretary or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also shall mean, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.

     

    “Securities” shall have the
meaning set forth in the preamble of this Indenture.

     

    “Securities Act” shall mean the
Securities Act of 1933, as amended.

     

    “Security Register” and “Security Registrar” shall have
the respective meanings set forth in Section 2.07(a) hereof.

     

    “Subsidiary” shall mean, in
respect of any Person, any corporation, association, partnership, limited
liability company or other business entity of which more than 50% of the total
voting power of shares of capital stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (a) such Person,
(b) such Person and one or more Subsidiaries of such Person or (c) one or more
Subsidiaries of such Person.

     

    “Trust Indenture Act,” except
as otherwise provided in this Indenture, shall mean the Trust Indenture Act of
1939, as amended, as in force at the date of this Indenture as originally
executed.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Trustee” shall mean the person
identified as “Trustee” in the first paragraph hereof until the acceptance of
appointment of a successor trustee pursuant to the provisions of Article 7, and
thereafter shall mean such successor trustee.

     

    “United States Alien” shall
mean any person who, for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust, or a foreign partnership to the extent that one or
more of its members is, for United States federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust.

     

    “U.S. Depositary” shall mean,
with respect to the Securities of any series issuable or issued in whole or in
part in the form of one or more permanent global Securities, the person
designated as U.S. Depositary by the Company pursuant to Section 2.03(b),
which must be a clearing agency registered under the Exchange Act, until a
successor U.S. Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “U.S. Depositary” shall mean or
include each person who is then a U.S. Depositary hereunder, and if at any time
there is more than one such person, “U.S. Depositary” as used with respect to
the Securities of any series shall mean the U.S. Depositary with respect to the
Securities of such series.

     

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

     

    ARTICLE
2

     

    ISSUE,
EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

     

    
      SECTION
2.01.  Amount Unlimited; Issuable in Series.

    

     

    Upon the
execution of this Indenture, or from time to time thereafter, the Securities up
to the aggregate principal amount and containing terms and conditions from time
to time authorized by or pursuant to a Board Resolution, or in an indenture
supplemental hereto, as set forth in Section 2.03, may be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and make available for delivery the Securities to or upon
Company Order, without any further action by the Company but subject to the
provisions of Section 2.03, or in an indenture supplemental hereto, as set
forth in Section 2.03.

     

    The
Securities may be issued in one or more series.  The aggregate
principal amount of the Securities of all series that may be authenticated and
delivered and outstanding under this Indenture is not limited
hereunder.  The Securities of a particular series may be issued up to
the aggregate principal amount of the Securities for such series from time to
time authorized by or pursuant to a Board Resolution.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      SECTION
2.02.  Form of Trustee’s Certificate of
Authentication.

    

     

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

     

    [Form of
Trustee’s Certificate of Authentication]

     

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

     

    
      	
              Dated:  ________________________

            	 
      
	 
      	
              The
      Bank of New York Mellon Trust Company, N.A., 

              as
      Trustee

               

               

              By:
       _______________________________

              Authorized
      Signatory

            


    

    


    
      SECTION
2.03.  Form of Securities Generally; Establishment of Terms of
Series.

    

     

    (a)  The
Registered Securities, if any, of each series, the Bearer Securities, if any, of
each series and related coupons, if any, the temporary global Securities of each
series, if any, and the permanent global Securities of each series, if any,
shall be in the forms established from time to time in or pursuant to one or
more Board Resolutions (and, to the extent established pursuant to rather than
set forth in one or more Board Resolutions, in an Officers’ Certificate (to
which shall be attached true and correct copies of the relevant Board
Resolution(s)) detailing such establishment) or established in an indenture
supplemental hereto.

     

    The
Securities may be issued in typewritten, printed or engraved form with such
letters, numbers or other marks of identification or designation (including
“CUSIP” numbers, if then generally in use) and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.  Unless otherwise
specified as contemplated hereinafter, the Securities in bearer form shall have
interest coupons attached.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b)  At
or prior to the initial issuance of the Securities of any series, the particular
terms of the Securities of such series shall be established in or pursuant to
one or more Board Resolutions (and to the extent established pursuant to rather
than set forth in one or more Board Resolutions, in an Officers’ Certificate (to
which shall be attached true and correct copies of the relevant Board
Resolutions(s)) detailing such establishment) or established in an indenture
supplemental hereto, including the following:

     

    (1)  the
designation of the particular series (which shall distinguish such series from
all other series);

     

    (2)  the
aggregate principal amount of such series which may be authenticated and
delivered under this Indenture (except for the Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to this Indenture and except for any
Securities which, pursuant to Section 2.06, are deemed never to have been
authenticated and delivered hereunder);

     

    (3)  whether
the Securities of the series are to be issuable as Registered Securities, Bearer
Securities (with or without coupons) or both, whether any Securities of the
series are to be issuable initially in temporary global form with or without
coupons and, if so, the name of the Common Depositary with respect to any such
temporary global Security, 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
exchange such interests for the Securities of such series and of like tenor of
any authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 2.06
and the name of the Common Depositary or the U.S. Depositary with respect to any
such permanent global Security;

     

    (4)  the
date as of which any Bearer Securities of such series and any temporary Security
in global form representing Outstanding Securities of such series shall be
dated, if other than the date of original issuance of the first Securities of
the series to be issued;

     

    (5)  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, 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 in Section 2.08 and the extent to
which, or the manner in which, any interest payable on a permanent global
Security on an interest payment date will be paid;

     

    (6)  the
date or dates on which the principal of the Securities of such series is
payable;

     

    (7)  the
rate or rates, and if applicable the method used to determine the rate, at which
the Securities of such series shall bear interest, if any, the date or dates
from which such interest shall accrue, the date or dates on which such interest
shall be payable and the record date or dates for the interest payable on any
Registered Securities on any interest payment date;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (8)  the
place or places at which, subject to the provisions of Section 4.02, the
principal of (and premium, if any, on) and any interest on the Securities of
such series shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, the Securities of the series may be
surrendered for exchange and notices and demands to or upon the Company in
respect of the Securities of the series and this Indenture may be
served;

     

    (9)  the
obligation, if any, of the Company to redeem or purchase the Securities of such
series, at the option of the Company or at the option of a holder thereof,
pursuant to any sinking fund or other redemption provisions and the period or
periods within which, the price or prices at which and the terms and conditions
upon which the Securities of the series may be so redeemed or purchased, in
whole or in part;

     

    (10)  if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Registered Securities of such series shall be
issuable, and the denomination or denominations in which any Bearer Securities
of the series shall be issuable, if other than the denomination of
$5,000;

     

    (11)  if
other than the principal amount thereof, the portion of the principal amount of
the Securities of such series which shall be payable upon declaration of
acceleration of the maturity thereof;

     

    (12)  the
currency, currencies or currency units in which payment of the principal of (and
premium, if any, on) and any interest on any Securities of the series shall be
payable if other than the currency of the United States of America and the
manner of determining the equivalent thereof in the currency of the United
States of America for purposes of the definition of “Outstanding” in
Section 1.01;

     

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

     

    (14)  if
the amount of payments of principal of (and premium, if any, on) or any interest
on the Securities of the series may be determined with reference to an index,
the manner in which such amounts shall be determined;

     

    (15)  whether
the Securities will be issued in book-entry only form;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (16)  any
interest rate calculation agents, exchange rate calculation agents or other
agents with respect to the Securities of such series;

     

    (17)  if
either or both of Sections 14.02 and 14.03 do not apply to the Securities
of the series;

     

    (18)  whether
and under what circumstances the Company will pay Additional Amounts in respect
of any series of the Securities and whether the Company has the option to redeem
such Securities rather than pay such Additional Amounts;

     

    (19)  any
provisions relating to the extension of maturity of, or the renewal of, the
Securities of such series, or the conversion of the Securities of such series
into other securities of the Company;

     

    (20)  any
provisions relating to the purchase or redemption of all or any portion of a
tranche or series of the Securities, including the period of notice required to
redeem those Securities;

     

    (21)  the
terms and conditions, if any, pursuant to which the Securities of the series are
secured; and

     

    (22)  any
other terms of the Securities or provisions relating to the payment of
principal, premium (if any) or interest thereon, including, but not limited to,
whether such Securities are issuable at a discount or premium, as amortizable
Securities, and if payable in, convertible or exchangeable for commodities or
for the securities of the Company or any third party.

     

    All
Securities of any one series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution or Officers’ Certificate
referred to above or as set forth in an indenture supplemental hereto, and,
unless otherwise provided, the authorized principal amount of any series may be
increased to provide for issuances of additional Securities of such
series.  If so provided by or pursuant to the Board Resolution or
Officers’ Certificate or supplemental indenture referred to above, the terms of
such Securities to be issued from time to time may be determined as set forth in
such Board Resolution, Officers’ Certificate or supplemental indenture, as the
case may be.  All Securities of any one series shall be substantially
identical except as to denomination, interest rate, maturity and other similar
terms and except as may be provided otherwise by or pursuant to such Board
Resolution, Officers’ Certificate or supplemental indenture.

     

    
      SECTION
2.04.  Securities in Global Form.

    

     

    If the
Securities of a series are issuable in global form, as specified as contemplated
by Section 2.03(b), then, notwithstanding clause (10) of
Section 2.03(b) and the provisions of Section 2.05, any such Security
in global form shall represent such of the Securities of such series Outstanding
as shall be specified therein, and any such Security in global form may provide
that it shall represent the aggregate amount of the Securities Outstanding from
time to time endorsed thereon and that the aggregate amount of the Securities
Outstanding represented thereby may from time to time be reduced to reflect any
exchanges of beneficial interests in such Security in global form for the
Securities of such series as contemplated herein.  Any endorsement of
a Security in global form to reflect the amount, or any decrease in the amount,
of the Securities Outstanding represented thereby shall be made by the Trustee
or the Security Registrar in such manner and upon instructions given by such
person or persons as shall be specified in such Security in global form or in
the Company Order to be delivered to the Trustee pursuant to Section 2.06
or Section 2.08.  Subject to the provisions of Section 2.06
and, if applicable, Section 2.08, the Trustee or the Security Registrar
shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the person or persons specified in such Security
in global form or in the applicable Company Order.  If a Company Order
pursuant to Section 2.06 or 2.08 has been, or simultaneously is, delivered,
any instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not be
represented by a Company Order and need not be accompanied by an Opinion of
Counsel.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    The
provisions of the last sentence of Section 2.06 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee or the Security
Registrar the Security in global form together with written instructions (which
need not be represented by a Company Order and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the principal amount of the
Securities represented thereby, together with the written statement contemplated
by the last sentence of Section 2.06.

     

    Notwithstanding
the provisions of Section 2.05, unless otherwise specified as contemplated
by Section 2.03(b), payment of principal of and any premium and interest on
any Security in permanent global form shall be made to the persons or persons
specified therein.

     

    
      SECTION
2.05.  Denominations; Record Date; Payment of
Interest.

    

     

    (a)  Unless
otherwise provided as contemplated by Section 2.03(b) with respect to any
series of the Securities, any Registered Securities of a series shall be
issuable without coupons in denominations of $1,000 and any Bearer Securities of
a series shall be issuable, with interest coupons attached, in the denomination
of $5,000.

     

    (b)  The
term “record date” as used with respect to an interest payment date for any
series of a Registered Security shall mean such day or days as shall be
specified as contemplated by Section 2.03(b); provided, however, that in
the absence of any such provisions with respect to any series, such term shall
mean (1) the last day of the calendar month next preceding such interest
payment date if such interest payment date is the 15th day of a calendar month;
or (2) the 15th day of a calendar month next preceding such interest
payment date if such interest payment date is the first day of the calendar
month.

     

    Unless
otherwise provided as contemplated by Section 2.03(b) with respect to any
series of the Securities, the person in whose name any Registered Security is
registered at the close of business on the record date with respect to an
interest payment date shall be entitled to receive the interest payable on such
interest payment date notwithstanding the cancellation of such Security upon any
registration of transfer or exchange thereof subsequent to such record date and
prior to such interest payment date; provided, however, that if and to the
extent the Company shall default in the payment of the interest due on such
interest payment date, such defaulted interest shall be paid to the persons in
whose names the Securities are registered on a subsequent record date
established by notice given to the extent and in the manner set forth in
Section 15.04 by or on behalf of the Company to the holders of the
Securities of the series in default not less than 15 days preceding such
subsequent record date, such record date to be not less than five days preceding
the date of payment of such defaulted interest, or in any other lawful manner
acceptable to the Trustee.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c)  Unless
otherwise specified by Board Resolution or Company Order for a particular series
of the Securities, the principal of, redemption premium, if any, on and
interest, if any, on the Securities of any series shall be payable at the office
or agency of the Company maintained pursuant to Section 4.02 in a Place of
Payment for such series, in the coin or currency of the United States of America
that at the time is legal tender for public and private debt; provided, however,
that, at the option of the Company, payment of interest with respect to a
Registered Security may be paid by check mailed to the holders of the Registered
Securities entitled thereto at their last addresses as they appear on the
Security Register or wired if held in book-entry form at the U.S.
Depositary.

     

    
      SECTION
2.06.  Execution, Authentication, Delivery and Dating of
Securities.

    

     

    The
Securities shall be signed on behalf of the Company by its Chief Executive
Officer, its President or one of its Vice Presidents under its corporate seal
and attested by its Secretary or one of its Assistant
Secretaries.  Such signatures may be the manual or facsimile
signatures of such then current officers.

     

    The seal
of the Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities.  Coupons
shall bear the facsimile signature of the Secretary or one of the Assistant
Secretaries of the Company or such other officer of the Company as may be
specified pursuant to Section 2.03(b).  Any Security or coupon
may be signed on behalf of the Company by such persons as, at the actual date of
the execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such officer.  The Securities and coupons bearing the manual or
facsimile signatures of individuals who were, at the actual date of the
execution of such Security or coupon, 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 the delivery of such coupons, as the case may be, or did not hold
such offices at the date of such Securities.

     

    Upon the
execution and delivery of this Indenture, the Company shall deliver to the
Trustee an Officers’ Certificate as to the incumbency and specimen signatures of
officers authorized to execute and deliver the Securities and coupons and give
instructions under this Section and, as long as the Securities are Outstanding
under this Indenture, shall deliver a similar Officers’ Certificate each year on
the anniversary of the date of the first such Officers’
Certificate.  The Trustee may conclusively rely on the documents
delivered pursuant to this Section (unless revoked by superseding comparable
documents) and Section 2.03 hereof as to the authorization of the Board of
Directors of any Securities delivered hereunder, and the form and terms thereof,
and as to the authority of the instructing officers referred to in this Section
so to act.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    The
Trustee shall at any time, and from time to time, authenticate the Securities
for original issue in an unlimited aggregate principal amount upon receipt by
the Trustee of a Company Order; provided, however, that with respect to the
Securities of a series subject to a Periodic Offering, (a) such Company
Order may be delivered to the Trustee prior to the delivery to the Trustee of
such Securities for authentication and delivery, (b) the Trustee shall
authenticate and deliver the Securities of such series for original issue from
time to time, in an aggregate principal amount not exceeding the aggregate
principal amount, if any, established for such series, pursuant to a Company
Order or pursuant to such procedures acceptable to the Trustee as may be
specified from time to time by a Company Order, (c) the maturity date or
dates, original issue date or dates, interest rate or rates and any other terms
of the Securities of such series shall be determined by Company Order or
pursuant to such procedures, and (d) if provided for in such procedures,
such Company Order may authorize authentication and delivery pursuant to
electronic instructions from the Company or its duly authorized agent or agents,
which oral instructions shall be promptly confirmed in writing; and provided
further, however, that definitive Euro Securities may only be delivered at an
office or agency outside the United States and its possessions in exchange for a
portion of a Euro Security in temporary global form of equal aggregate principal
amount and series and only if (x) prior to such delivery, the owner of such
Euro Security or a financial institution or clearing organization through which
the owner holds such Euro Security, directly or indirectly, shall have furnished
a certificate in the form set forth in Exhibit A.1 to this Indenture, dated no
earlier than 15 days prior to the date on which Euroclear or Clearstream,
Luxembourg, as the case may be, furnishes to the Common Depositary, in
accordance with the procedures established in Section 2.08, a certificate
in the form set forth in Exhibit A.2 to this Indenture that relates to all or
such portion of such temporary global Security, and (y) the person to whom
such certificate is provided does not know or have reason to know that the
information contained in such certificate is false.  If any Euro
Security initially represented by a portion of a temporary global Security is
exchanged for a portion of a permanent global Security in equal aggregate
principal amount and series, then, for purposes of this Section and
Section 2.08, the notation of a beneficial owner’s interest therein upon
exchange shall be deemed to be delivery of definitive Euro Securities
representing such beneficial owner’s interest.  Except as permitted by
Section 2.09, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured have been
detached and cancelled.

     

    Prior to
the issuance of a Security of any new series and any related coupons, and the
authentication thereof by the Trustee, the Trustee shall have received and
(subject to Section 7.02) shall be fully protected in relying
on:

     

    (i)  The
Board Resolution or Officers’ Certificate or indenture supplemental hereto
establishing the terms and the form of the Securities of that series pursuant to
Sections 2.01 and 2.03;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (ii)  An
Officers’ Certificate stating that all conditions precedent provided for in this
Indenture relating to the authentication and delivery of the Securities in such
form have been complied with; and

     

    (iii)  An
Opinion of Counsel stating that the form and terms of such Securities and
coupons, if any, have been established in conformity with the provisions of this
Indenture; provided, however, that with respect to the Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to receive such
Opinion of Counsel only once at or prior to the time of the first authentication
of the Securities of such series.

     

    With
respect to the Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and of any coupons and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of Counsel
and other documents delivered pursuant to this Section in connection with the
first authentication of the Securities of such series unless and until such
Opinion of Counsel or other documents have been superseded or revoked; provided,
that any such suspensions or revocations shall not effect the right of the
Trustee to have relied upon such Authorized Officers’ Certificate or Opinion of
Counsel for any Securities previously issued.  In connection with the
authentication and delivery of the Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume that the Company’s
instructions to authenticate and deliver such Securities do not violate any
rules, regulations or orders of any governmental agency or commission having
jurisdiction over the Company.

     

    Each
Registered Security shall be dated the date of its authentication except as
otherwise provided by Board Resolution or Officers’ Certificate or indenture
supplemental hereto; and each Bearer Security shall be dated as of the date of
original issuance of the first Security of such series to be issued unless
otherwise specified pursuant to Section 2.03(b) hereof.

     

    The
aggregate principal amount of the Securities of any series outstanding at any
time may not exceed any limit upon the maximum principal amount for such series
set forth in or pursuant to the Board Resolution or Officers’ Certificate or
indenture supplemental hereto delivered pursuant to Section 2.03, except as
provided in Section 2.08.

     

    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
the Security to which such coupon appertains, a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.  Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 2.09 together with a written statement
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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      SECTION
2.07.  Exchange and Registration of Transfer of
Securities.

    

     

    (a)  The
Company shall keep, at an office or agency to be designated and maintained by
the Company in accordance with Section 4.02 (as such, a “Security
Registrar”), registry books (the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall register
Registered Securities and shall register the transfer of Registered Securities
of each such series as provided in this Article 2.  Such Security
Register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.  At all
reasonable times such Security Register shall be open for inspection by the
Trustee.  Upon due presentment for registration of transfer of any
Registered Security of a particular series at such office or agency maintained
pursuant to Section 4.02 for such purpose in a Place of Payment, the
Company shall execute and register and the Trustee shall authenticate and make
available for delivery in the name of the transferee or transferees a new
Registered Security or Registered Securities of such series of any authorized
denominations and for an equal aggregate principal amount and
tenor.

     

    (b)  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
denominations and of an equal aggregate principal amount and
tenor.  Registered Securities to be exchanged shall be surrendered at
any such office or agency maintained pursuant to Section 4.02 for such
purpose in a Place of Payment, and the Company shall execute and register and
the Trustee shall authenticate and make available for delivery in exchange
therefor the Security or Securities that the securityholder making the exchange
shall be entitled to receive.  Registered Securities, including
Registered Securities received in exchange for Bearer Securities, may not be
exchanged for Bearer Securities, unless the Company otherwise expressly provides
for the issuance, upon such terms and conditions as may be provided with respect
to such series, by the Company of Registered Securities of a series that may be
exchanged, at the option of the securityholder upon such conditions and
limitations as may be specified by the Company, for Bearer Securities of such
series.

     

    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 (except as provided below) and with all matured coupons in default
appertaining thereto.  If the holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in
default, such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company 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
Securities 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 4.02, 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 and its
possessions.  Notwithstanding the foregoing, in case a Bearer Security
of any series is surrendered at any such office or agency in 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 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 as set forth in Section 2.05, 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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Whenever
any Securities are so surrendered for exchange, the Company shall execute and
register, and the Trustee shall authenticate and make available for delivery,
the Securities which the holder making the exchange is entitled to
receive.

     

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

     

    All
Registered Securities presented for registration of transfer or for exchange,
redemption or payment, as the case may be, shall (if so required by the Company
or the Trustee) be duly endorsed by, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company and the Trustee
or the Security Registrar duly executed by, the holder thereof or his attorney
duly authorized in writing.

     

    No
service charge shall be made for any exchange or registration of transfer of the
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 therewith,
other than exchanges pursuant to the terms of this Indenture not involving any
transfer.

     

    The
Company shall not be required (1) to issue, to exchange or register the
transfer of the Securities of any series to be redeemed for a period of 15 days
next preceding any selection of such Securities to be redeemed, or (2) to
exchange or register the transfer of any Registered Security so selected, called
or being called for redemption, except in the case of any such series to be
redeemed in part the portion thereof not to be so redeemed, or (3) 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 of
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (d)  Notwithstanding
the foregoing, except as otherwise specified as contemplated by
Section 2.03(b), any permanent global Security shall be exchangeable
pursuant to this Section only as provided in this paragraph.  If the
beneficial owners of interests in a permanent global Security are entitled to
exchange such interests for the Securities of such series and of like tenor and
principal amount of another authorized form and denomination, as specified as
contemplated by Section 2.03(b), then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee or the Security Registrar
definitive Securities of that series in aggregate principal amount equal to the
principal amount of such permanent global Security executed by the
Company.  On or after the earliest date on which such interests may be
so exchanged, in accordance with instructions given by the Company to the
Trustee or the Security Registrar and the Common Depositary or the U.S.
Depositary, as the case may be (which instructions shall be in writing), such
permanent global Security shall be surrendered from time to time by the Common
Depositary or the U.S. Depositary, as the case may be, or such other depositary
or Common Depositary or U.S. Depositary, as the case may be, as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, or to the Security Registrar, to be exchanged,
in whole or in part, for definitive Securities of the same series without charge
and the Trustee shall authenticate and make available for delivery in accordance
with such instructions, in exchange for each portion of such permanent global
Security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which (unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
in which case the definitive Securities exchanged for the permanent global
Security shall be issuable only in the form in which the Securities are
issuable, as specified as contemplated by Section 2.03(b)), shall be in the
form of Bearer Securities or Registered Securities, or any combination thereof,
as shall be specified by the beneficial owner thereof; provided, however, that
no such exchanges may occur for a period of 15 days next preceding any selection
of the Securities of that series and of like tenor 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 or its possessions.  Promptly following any such
exchange in part, such permanent global Security should be returned by the
Trustee or the Security Registrar to the Common Depositary or the U.S.
Depositary, as the case may be, or such other depositary or Common Depositary or
U.S. Depositary referred to above in accordance with the instructions of the
Company referred to above.  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
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 as provided in Section 2.05, 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.

     

    
      SECTION
2.08.  Temporary Securities.

    

     

    Pending
the preparation of definitive Securities of any series, the Company may execute
and the Trustee shall, upon Company Order, authenticate and make available for
delivery, temporary Securities of such series (typewritten, printed,
lithographed or otherwise produced).  Such temporary Securities, in
any authorized denominations, shall be substantially in the form of the
definitive Securities in lieu of which they are issued, in registered form or,
if authorized, in bearer form with one or more or without coupons, in the form
approved from time to time by or pursuant to a Board Resolution but with such
omissions, insertions, substitutions and other variations as may be appropriate
for temporary Securities, all as may be determined by the Company, but not
inconsistent with the terms of this Indenture or any provision of applicable
law.  In the case of any series issuable as Bearer Securities, such
temporary Securities shall be delivered only in compliance with the conditions
set forth in Section 2.06 and may be in global form.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Except in
the case of temporary Securities in global form (which shall be exchanged as
hereinafter provided), 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 maintained pursuant to
Section 4.02 in a Place of Payment for such series for the purpose of
exchanges of the Securities of such series, without charge to the
holder.  Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any unmatured coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like aggregate principal amount of
definitive Securities of the same series and of like tenor of authorized
denominations; provided, however, that, except as otherwise expressly provided
by the Company as contemplated in Section 2.07(b), no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security; and
provided further, however, 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 2.06.

     

    All Euro
Securities shall be issued initially in the form of a temporary global Security
and any such temporary global Security shall, unless otherwise provided therein,
be delivered to the London office of a depositary or common depositary (the
“Common Depositary”), for the benefits of Euroclear and Clearstream, Luxembourg,
for credit to the respective accounts for the beneficial owners of such
Securities (or to such other accounts as they may direct).

     

    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 of a
series (the “Exchange Date”), the Company shall deliver to the Trustee
definitive Securities of that series, 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 presented and surrendered by the Common Depositary to the Trustee, as
the Company’s agent for such purpose, or to the Security Registrar, to be
exchanged, in whole or from time to time in part, for definitive Securities of
such series without charge, and the Trustee shall authenticate and make
available for delivery, in exchange for each portion of such temporary global
Security, a like 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; provided, however, that, unless
otherwise specified in such temporary global Security, upon such presentation by
the Common Depositary, such temporary global Security must 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, Luxembourg 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 A.2 to this Indenture.  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 2.03(b), and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however, that definitive
Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of
Section 2.06.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Unless
otherwise specified in such temporary global Security, the interest of a
beneficial owner of the Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor upon the receipt by Euroclear or Clearstream, Luxembourg, as the case may
be, after the Exchange Date of a certificate in the form set forth in Exhibit
A.1 to this Indenture (whether or not such certificate is delivered in
connection with the payment of interest, as hereinafter provided) signed by the
owner of the Security or a financial institution or clearing organization
through which the owner directly or indirectly holds such Security, and dated no
earlier than 15 days prior to the date on which Euroclear or Clearstream,
Luxembourg, as the case may be, furnishes to the Common Depositary in accordance
with the preceding paragraph a certificate in the form set forth in Exhibit A.2
to this Indenture that relates to the interest to be exchanged for definitive
Securities.  Copies of the certificate in the form set forth in
Exhibit A.1 to this Indenture shall be available from the offices of Euroclear
and Clearstream, Luxembourg, the Trustee, any authenticating agent appointed for
such series of the 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 in the event that such person
does not take delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream, Luxembourg.  Definitive Securities to be
delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States and its possessions.

     

    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 2.03(b), interest payable on a temporary global
Security on any interest payment date for the Securities of such series
occurring prior to the exchange of such temporary global Security shall be
payable to Euroclear and Clearstream, Luxembourg on such interest payment date
upon delivery by Euroclear and Clearstream, Luxembourg to the Trustee or the
applicable paying agent of a certificate or certificates in the form set forth
in Exhibit A.3 to this Indenture, for credit without further interest on or
after such interest payment date to the respective accounts of the persons for
whom Euroclear or Clearstream, Luxembourg, as the case may be, holds such
temporary global Security on such interest payment date and who have each
delivered to Euroclear or Clearstream, Luxembourg, as the case may be, a
certificate in the form set forth in Exhibit A.1 to this
Indenture.  If such interest payment date occurs on or after the
Exchange Date, Euroclear or Clearstream, Luxembourg, as the case may be,
following the receipt of such certificate shall exchange, in accordance with the
procedures hereinabove provided, the portion of the temporary global Security
that relates to such certificate for definitive Securities (which, in the
absence of instructions to the contrary, shall be an interest in a permanent
global Security).  Any interest so received by Euroclear and
Clearstream, Luxembourg and not paid as herein provided shall be returned to the
Trustee or the applicable paying agent immediately prior to the expiration of
two years after such interest payment date in order to be repaid to the Company
in accordance with Section 12.04.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    The terms
and form of the certificates to be delivered hereunder, and procedures
established with respect thereto, are intended to ensure that (i) interest
payable by the Company on the Securities of a series issuable in bearer form is
deductible by the Company under Section 163(f) of the Internal Revenue Code
of 1986, as may be amended from time to time, or any successor provision and
(ii) the Company meets the requirements, if any, established by Euroclear
or Clearstream, Luxembourg from time to time, and any such certificates or the
procedures with respect thereto may be amended or modified by the Company upon
delivery of a Company Order to the Trustee accompanied by an Opinion of Counsel
to the effect that the proposed modification or amendment will effect continued
compliance by the Company with provisions of such Code or Euroclear or
Clearstream, Luxembourg, as the case may be.

     

    Every
temporary Security shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities.

     

    
      SECTION
2.09.  Mutilated, Destroyed, Lost or Stolen Securities and
Coupons.

    

     

    If any
mutilated Security or a Security with a mutilated coupon appertaining thereto is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.

     

    If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security 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, subject to the following paragraph,
execute and the Trustee shall authenticate and make available for delivery, 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 of like tenor and principal amount 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.

     

    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, pay such Security or coupon; provided, however, that
principal of (and premium, if any, on) and any interest on Bearer Securities
shall, except as otherwise provided in Section 4.02, be payable only at an
office or agency located outside the United States and its
possessions.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Upon the
issuance of any new Security under this Section, the Company may require 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 any coupons appertaining thereto, 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 any coupons appertaining
thereto, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Security and coupons, if any, 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.

     

    
      SECTION
2.10.  Cancellation.

    

     

    All
Securities surrendered for payment, redemption, exchange or registration of
transfer or for credit against any sinking fund payment, as the case may be, and
any coupons surrendered for payment, shall, if surrendered to the Company or any
agent of the Company or of the Trustee, be delivered to the
Trustee.  All Registered Securities and matured coupons so delivered
shall be promptly cancelled by the Trustee.  All Bearer Securities and
unmatured coupons so delivered shall be held by the Trustee, and upon
instruction by a Company Order, shall be cancelled or held for
reissuance.  All Bearer Securities and unmatured coupons held by the
Trustee pending such cancellation or reissuance shall be deemed to be delivered
for cancellation for all purposes of this Indenture and the
Securities.  The Company may 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.  No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section except as
expressly provided by this Indenture.  Any cancelled Securities and
coupons held by the Trustee shall be delivered to the Company or disposed of as
directed by the Company; provided, however, that the Trustee may, but shall not
be required to, destroy such Securities.

     

    
      SECTION
2.11.  Book-Entry Only System.

    

     

    If
specified by the Company pursuant to Section 2.03(b) with respect to the
Securities represented by a Security in global form, a series of the Securities
may be issued initially in book-entry only form and, if issued in such form,
shall be represented by one or more Securities in global form registered in the
name of the U.S. or Common Depositary or other depositary designated with
respect thereto.  So long as such system of registration is in effect,
(a) the Securities of such series so issued in book-entry only form will
not be issuable in the form of or exchangeable for the Securities in
certificated or definitive registered form, (b) the records of the U.S. or
Common Depositary or such other depositary will be determinative for all
purposes and (c) neither the Company, the Trustee nor any paying agent,
Security Registrar or transfer agent for such Securities will have any
responsibility or liability for (i) any aspect of the records relating to
or payments made on account of owners of beneficial interests in the Securities
of such series, (ii) maintaining, supervising or reviewing any records
relating to such beneficial interests, (iii) receipt of notices, voting and
requesting or directing the Trustee to take, or not to take, or consenting to,
certain actions hereunder, or (iv) the records and procedures of the U.S.
or Common Depositary, or such other depositary, as the case may be.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    ARTICLE
3

     

    REDEMPTION
OF SECURITIES

     

    
      SECTION
3.01.  Redemption of Securities; Applicability of
Section.

    

     

    Redemption
of the Securities of any series as permitted or required by the terms thereof
shall be made in accordance with the terms of such Securities as specified
pursuant to Section 2.03(b) hereof and this Article; provided, however,
that if any provision of any series of the Securities shall conflict with any
provision of this Section, the provision of such series of the Securities shall
govern.

     

    
      SECTION
3.02.  Notice of Redemption; Selection of
Securities.

    

     

    In case
the Company shall desire to exercise the right to redeem all or, as the case may
be, any part of a series of the Securities pursuant to Section 3.01, it
shall fix a date for redemption.  Notice of redemption of the
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.  The Company or the Trustee, as the case may
be, shall give notice of such redemption, in the manner and to the extent set
forth in Section 15.04, on that date prior to the date fixed for a redemption to
the holders of such Securities so to be redeemed, as a whole or in part, (a) as
set forth in Board Resolutions, as described in Section 2.03(b), or (b) as
determined by the Chief Executive Officer, the Chief Financial Officer, any
Senior or other Vice President or the Treasurer of the Company (each, an
“Authorized Officer”) and evidenced by the preparation of an offering document
or an Officer’s Certificate specifying the period of notice of such redemption.
If the Board Resolutions or an Authorized Officer do not specify a period of
notice of such redemption, the Company or the Trustee, as the case may be, shall
give notice of such redemption, in the manner and to the extent set forth in
Section 15.04, at least 10 Business Days and not more than 60 calendar days
prior to the date fixed for a redemption to the holders of such Securities so to
be redeemed as a whole or in part.  Notice given in such manner shall
be conclusively presumed to have been duly given, whether or not the holder
receives such notice.  In any case, failure to give such notice or any
defect in the notice to the holder of any such Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other such Security.  If the
Company requests the Trustee to give any notice of redemption, it shall make
such request at least 10 days prior to the designated date for delivering such
notice, unless a shorter period is satisfactory to the Trustee.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Each such
notice of redemption shall specify the date fixed for redemption, the redemption
price at which such Securities are to be redeemed, the CUSIP numbers of such
Securities, the Place of Payment where such Securities, together, in the case of
Bearer Securities, with all coupons appertaining thereto, if any, maturing after
the date of redemption, are to be surrendered for payment of the redemption
prices, that payment will be made upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in the notice, and that on and after the date interest thereon or
on the portions thereof to be redeemed will cease to accrue.  If less
than all of a series is to be redeemed, the notice of redemption shall specify
the numbers of the Securities to be redeemed.  In case any Security is
to be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that, upon surrender
of such Security, a new Security or Securities of the same series in principal
amount equal to the unredeemed portion thereof will be issued.

     

    On or
before the redemption date specified in the notice of redemption given as
provided in this Section, the Company will deposit in trust with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
redemption date all the Securities or portions of Securities so called for
redemption at the appropriate redemption price, together with accrued interest,
if any, to the date fixed for redemption.  If less than all of a
series of the Securities is to be redeemed, the Company will give the Trustee
adequate written notice at least 60 days in advance (unless a shorter notice
shall be satisfactory to the Trustee) as to the aggregate principal amount of
the Securities to be redeemed.

     

    If less
than all the Securities of a series are to be redeemed, the Trustee shall
select, pro rata or by lot or in such other manner as it shall deem appropriate
and fair, not more than 60 days prior to the date of redemption, the numbers of
such Securities Outstanding not previously called for redemption, to be redeemed
in whole or in part.  The portion of principal of the Securities so
selected for partial redemption shall be equal to the minimum authorized
denomination for the Securities of that series or any integral multiple
thereof.  The Trustee shall promptly notify the Company of the
Securities to be redeemed.  If, however, less than all the Securities
of a series having differing issue dates, interest rates and stated maturities
are to be redeemed, the Company in its sole discretion shall select the
particular Securities of such series to be redeemed and shall notify the Trustee
in writing at least 60 days prior to the relevant redemption date.

     

    
      SECTION
3.03.  Payment of Securities Called for Redemption.

    

     

    If notice
of redemption has been given as above provided, the Securities or portions of
Securities with respect to which such notice has been given shall become due and
payable on the date and at the place stated in such notice at the applicable
redemption price, together with any interest accrued to the date fixed for
redemption, and on and after that date (unless the Company shall default in the
payment of such Securities at the redemption price, together with interest
accrued to that date) interest on such Securities or portions of Securities so
called for redemption shall cease to accrue and the coupons, if any, for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void.  On presentation and surrender
of such Securities subject to redemption at the Place of Payment and in the
manner specified in such notice, together with all coupons, if any, appertaining
thereto and maturing after the date specified in such notice for redemption,
such Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided, however, that installments
of interest on Bearer Securities whose stated maturity date is on or prior to
the date of redemption shall be payable only at an office or agency located
outside the United States and its possessions (except as otherwise provided in
Section 4.02) and, unless otherwise specified as contemplated by
Section 2.03(b), only upon presentation and surrender of coupons for such
interest; and provided, further, that unless otherwise specified as contemplated
by Section 2.03(b), installments of interest on Registered Securities whose
stated maturity date is on or prior to the date of redemption shall be payable
to the holders of such Registered 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 2.05.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    At the
option of the Company, payment with respect to Registered Securities may be made
by check to the holders of such Securities or other persons entitled thereto
against presentation and surrender of such Securities.

     

    If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the date of redemption, 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 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 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 and its possessions (except as
otherwise provided in Section 4.02) and, unless otherwise specified as
contemplated by Section 2.03(b), only upon presentation and surrender of
those coupons.

     

    Any
Security (including any coupons appertaining thereto) that is to be redeemed
only in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the holder thereof or such holder’s attorney duly authorized in writing),
and upon such presentation, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the principal of the Security so presented.  If a temporary
global Security or permanent global Security is so surrendered, such new
Security so issued shall be a new temporary global Security or permanent global
Security, respectively.

     

    
      
        
        

      

      
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      SECTION
3.04.  Redemption Suspended During Event of
Default.

    

     

    The
Trustee shall not redeem any Securities (unless all Securities then outstanding
are to be redeemed) or commence the giving of any notice or redemption of the
Securities during the continuance of any Event of Default of which a Responsible
Officer of the Trustee has actual knowledge or notice, except that where the
giving of notice of redemption of any Securities shall theretofore have been
made, the Trustee shall redeem such Securities, provided funds are deposited
with it for such purpose.  Except as aforesaid, any moneys theretofore
or thereafter received by the Trustee shall, during the continuance of such
Event of Default, be held in trust for the benefit of the securityholders and
applied in the manner set forth in Section 6.06; provided, however, that in
case such Event of Default shall have been waived as provided herein or
otherwise cured, such moneys shall thereafter be held and applied in accordance
with the provisions of this Article.

     

    ARTICLE
4

     

    PARTICULAR
COVENANTS OF THE COMPANY 

     

    
      SECTION
4.01.  Payment of Principal, Premium and Interest.

    

     

    The
Company will duly and punctually pay or cause to be paid the principal of (and
premium, if any, on) and any interest on each of the Securities of a series at
the place, at the respective times and in the manner provided in the terms of
the Securities, any coupons appertaining thereto and this
Indenture.  Unless otherwise specified as contemplated by
Section 2.03(b) with respect to any series of the Securities, any interest
due on and any Additional Amounts payable in respect of 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.

     

    
      SECTION
4.02.  Offices for Notices and Payments, etc.

    

     

    If the
Securities of a series are issuable only as Registered Securities, the Company
will maintain in each Place of Payment for such series an office or agency where
the Securities of that series may be presented or surrendered for payment, where
the Securities of that series may be surrendered for registration of transfer 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 the
Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in the Borough of Manhattan, The City of New York (or in such
other place or places in the United States as the Company may designate from
time to time by Company Order delivered to the Trustee), an office or agency
where any Registered Securities of that series may be presented or surrendered
for payment, where any Registered Securities of that series may be surrendered
for registration of transfer, where the Securities of that series may be
surrendered for 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 in the circumstances described below (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 and
its possessions, an office or agency where the 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 The International Stock
Exchange of the United Kingdom and the Republic of Ireland, Limited, the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and its possessions and such stock exchange shall so require, the Company
will maintain a paying agent for the Securities of that series in London,
Luxembourg or any other required city located outside the United States and its
possessions, 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 which is located
outside the United States and its possessions, an office or agency where any
Registered Securities of that series may be surrendered for registration of
transfer, where the Securities of that series may be surrendered for 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.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    The
Company will give to the Trustee notice of the location of each such office or
agency and of any change in the location thereof.  In case the Company
shall fail to maintain any such office or agency as required, or shall fail to
give such notice of the location or of any change in the location thereof,
presentations and surrenders of the Securities of that series may be made and
notices and demands may be served at the principal corporate trust office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment at any paying agent for such series
located outside the United States and its possessions or, if none have been so
appointed, then at the London office of the Trustee, and the Company hereby
appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands.

     

    No
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States or its possessions or
by check mailed to any address in the United States or its possessions or by
transfer to any account maintained with a financial institution located in the
United States or its possessions; provided, however, that, if the Securities of
a series are denominated and payable in Dollars, payment of principal of (and
premium, if any) and any 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 (or in such other place or places in the United States as the Company
may designate from time to time by Company Order delivered to the Trustee), if
(but only if) payment in Dollars of the full amount of such principal, premium,
interest or Additional Amounts, as the case may be, at all offices or agencies
outside the United States and its possessions maintained for the purpose by the
Company in accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in accordance with the requirements set forth above for the Securities of any
series for such purposes.  The Company will give prompt written notice
to the Trustee and the holders of any such designation or rescission and of any
change in the location of any such other office or agency.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    The
Company hereby initially designates the principal corporate trust office of The
Bank of New York Mellon Trust Company, N.A. as the office of the Company in the
Borough of Manhattan, The City of New York where Registered Securities may be
presented for payment, for registration of transfer and for exchange as in this
Indenture provided and where notices and demands to or upon the Company in
respect of the Securities or of this Indenture may be served.

     

    
      SECTION
4.03.  Provisions as to Paying Agent.

    

     

    (a)  Whenever
the Company shall appoint a paying agent other than the Trustee with respect to
the Securities of any series, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section:

     

    (1)  that
it will hold sums held by it as such agent for the payment of the principal of
(and premium, if any, on) or any interest on the Securities of such series
(whether such sums have been paid to it by the Company or by any other obligor
on the Securities of such series) 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 and will notify the Trustee of the receipt of
sums to be so held;

     

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

     

    (3)  that
at any time when any such failure has occurred and is continuing, it will, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such paying agent.

     

    (b)  If
the Company shall act as its own paying agent, it will, on or before each due
date of the principal of (and premium, if any) or any interest on the Securities
of any series, set aside, segregate and hold in trust for the benefit of the
persons entitled thereto a sum sufficient to pay such principal (and premium, if
any) or any interest so becoming due until such sums shall be paid to such
persons or otherwise disposed of as herein provided.  The Company will
promptly notify the Trustee of any failure to take such action.

     

    (c)  Whenever
the Company shall have one or more paying agents with respect to a series of the
Securities, it will, on or prior to each due date of the principal of (and
premium, if any, on) or any interest on, any Securities, deposit with a paying
agent a sum sufficient to pay the principal (and premium, if any) or any
interest, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such paying
agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

     

    (d)  Anything
in this Section to the contrary notwithstanding, the Company may, at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture
with respect to one or more or all series of the Securities hereunder, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust
for such series by it or any paying agent hereunder as required by this Section,
such sums to be held by the Trustee upon the trusts herein contained, and upon
such payment by any paying agent to the Trustee, such paying agent shall be
released from all further liability with respect to such money.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (e)  Anything
in this Section to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this Section is subject to the provisions of
Sections 12.03 and 12.04.

     

    
      SECTION
4.04.  Statement as to Compliance.

    

     

    The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, commencing with the fiscal year ending in the year
during which the first series of the Securities is issued hereunder (but in no
event more than one year from the issuance of the first series hereunder), a
written statement signed by the Chief Executive Officer, President or other
principal executive officer and by the Treasurer or other principal financial
officer or principal accounting officer of the Company, stating, as to each
signer thereof, that:

     

    (a)  a
review of the activities of the Company during such year and of performance
under this Indenture has been made under his supervision; and

     

    (b)  to
the best of his knowledge, based on such review, the Company has fulfilled all
its obligations under this Indenture throughout such year, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to him and the nature and status thereof.

     

    
      SECTION
4.05.  Corporate Existence.

    

     

    Subject
to the provisions of Article 11, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises and the corporate
existence and rights (charter and statutory) and franchises of its subsidiaries;
provided, however, that the Company shall not be required to, or to cause any
subsidiary to, preserve any right or franchise or to keep in full force and
effect the corporate existence of any subsidiary if the Company shall determine
that the keeping in existence or preservation thereof is no longer desirable in
or consistent with the conduct of the business of the Company.

     

    
      SECTION
4.06.  Reserved.

    

     

    
      SECTION
4.07.  Waiver of Covenants.

    

     

    The
Company may omit in any particular instance to comply with any covenant or
condition set forth herein if before or after the time for such compliance the
holders of a majority in principal amount of the Securities of all series
affected thereby then Outstanding shall 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
covenant or condition shall remain in full force and effect.

     

    
      
        
        

      

      
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    ARTICLE
5

     

    SECURITYHOLDER
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 

     

    
      SECTION
5.01.  Securityholder Lists.

    

     

    The
Company covenants and agrees that it will furnish or cause to be furnished to
the Trustee (1) semiannually, not later than January 15 and July 15 in each
year, when any Securities of a series are Outstanding, a list, in such form as
the Trustee may reasonably require, of all information in the possession or
control of the Company as to the names and addresses of the holders of such
Registered Securities as of such date, and (2) at such other times as the
Trustee may request in writing, within 30 days after receipt by the Company of
any such request, a list, in such form as the Trustee may reasonably require, of
all information in the possession or control of the Company as to the names and
addresses of the holders of Registered Securities of a particular series
specified by the Trustee as of a date not more than 15 days prior to the time
such information is furnished; provided, however, that if and so long as the
Trustee shall be the Security Registrar with respect to such series, such list
shall not be required to be furnished.

     

    
      SECTION
5.02.  Preservation and Disclosure of Lists.

    

     

    (a)  The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of each series of the
Securities contained in the most recent list furnished to it as provided in
Section 5.01 or received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so
furnished.

     

    (b)  Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with
other securityholders with respect to their rights under this Indenture or under
the Securities.  The Company, the Trustee, the Security Registrar and
anyone else shall have the protection of Section 312(c) of the Trust Indenture
Act with respect to the sending of any material pursuant to a request made
pursuant to Section 312(b) of the Trust Indenture Act.

     

    
      SECTION
5.03.  Reports by the Company.

    

     

    The
Company covenants so long as Securities are Outstanding:

     

    (a)  to
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) that
the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is
not required to file information, documents or reports pursuant to either of
such sections, then to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (b)  to
file with the Trustee and the Commission, in accordance with the 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 provided for in this Indenture as may be
required from time to time by such rules and regulations; and

     

    (c)  to
transmit by mail to all the holders of Registered Securities of each series, as
the names and addresses of such holders appear on the registry books, within
30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company with
respect to each such series pursuant to subsections (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission.

     

    
      SECTION
5.04.  Reports by the Trustee.

    

     

    (a)  On
or about [_________, _____], so long as any Securities are outstanding hereunder
and if there has been any change in the following, the Trustee shall transmit by
mail, first class postage prepared, to the securityholders, as their names
appear upon the Security Register, a brief report dated as of the preceding
[_________, _____], if and to the extent required under Section 313(a) of
the Trust Indenture Act, detailing certain events that occurred within the
previous 12 months.

     

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

     

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

     

    ARTICLE
6

     

    REMEDIES

     

    
      SECTION
6.01.  Events of Default; Acceleration of Maturity.

    

     

    In case
one or more of the following Events of Default with respect to a particular
series shall have occurred and be continuing:

     

    (a)  default
in the payment of the principal of (or premium, if any, on) any of the
Securities of such series as and when the same shall become due and payable
either at maturity, upon redemption, by declaration or otherwise;

     

    (b)  default
in the payment of any installment of interest upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of 30 days;

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (c)  failure
on the part of the Company duly to observe or perform any other of the covenants
or agreements on the part of the Company in the Securities or in this Indenture
contained for a period of 90 days after the date on which written notice of such
failure, requiring the Company to remedy the same, shall have been given to the
Company by the Trustee, or to the Company and the Trustee by the holders of at
least 25% in aggregate principal amount of the Securities of that series at the
time Outstanding;

     

    (d)  a
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Company in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days;

     

    (e)  the
Company shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or shall consent to
the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or similar official) of
the Company or for any substantial part of its property, or shall make any
general assignment for the benefit of creditors; or

     

    (f)  any
other Event of Default provided with respect to the Securities of that
series;

     

    then, if
an Event of Default described in clause (a), (b), (c) or (f) shall have occurred
and be continuing, and in each and every such case, unless the principal amount
of all the Securities of such series shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Securities of that series then Outstanding hereunder, by notice in
writing to the Company (and to the Trustee if given by securityholders) may
declare the principal amount of all the Securities (or, with respect to Original
Issue Discount Securities, such lesser amount as may be specified in the terms
of such Securities) of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Securities of such series
contained to the contrary notwithstanding; or, if an Event of Default described
in clause (d) or (e) shall have occurred and be continuing, and in each and
every such case, unless the principal of all the Securities of such series shall
have already become due and payable, either the Trustee or the holders of not
less than 25% in aggregate principal amount of all the Securities of that series
then Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by securityholders), may declare the principal of all the
Securities (or, with respect to Original Issue Discount Securities, such lesser
amount as may be specified in the terms of such Securities) to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities contained to the contrary notwithstanding.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      SECTION
6.02.  Rescission and Annulment.

    

     

    The
provisions in Section 6.01 are subject to the condition that if, at any
time after the principal of the Securities of any one or more of all series, as
the case may be, shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of such series or of all the Securities, as the case may be, and
the principal of (and premium, if any, on) all the Securities of such series or
of all the Securities, as the case may be (or, with respect to Original Issue
Discount Securities, such lesser amount as may be specified in the terms of such
Securities), which shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any) and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest specified in
the Securities of such series or all the Securities, as the case may be (or,
with respect to Original Issue Discount Securities, at the rate specified in the
terms of such Securities for interest on overdue principal thereof upon
maturity, redemption or acceleration of such series, as the case may be), to the
date of such payment or deposit, and such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or bad faith, and any and all
defaults under the Indenture, other than the non-payment of the principal of the
Securities, which shall have become due by acceleration, shall have been
remedied; then and in every such case the holders of a majority in aggregate
principal amount of the Securities of such series (or of all the Securities, as
the case may be) then Outstanding, by written notice to the Company and to the
Trustee, may waive all defaults with respect to that series or with respect to
all the Securities, as the case may be in such case, treated as a single class
and rescind and annul such declaration and its consequences; but no such waiver
or rescission and annulment shall extend to or shall affect any subsequent
default or shall impair any right consequent thereon.

     

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

     

    
      SECTION
6.03.  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 when such
interest becomes due and payable and such default continues for a period of 30
days, or

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (2)  default
is made in the payment of the principal or premium, if any, of any Security at
the maturity thereof, including any maturity occurring by reason of a call for
redemption or otherwise,

     

    the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
holders of such Securities and any coupons appertaining thereto, the whole
amount that shall have become due and payable on such Securities and coupons for
principal or premium, if any, and interest, with interest upon the overdue
principal and, to the extent that payment of such interest shall be legally
enforceable, upon overdue installments of interest, at the rate borne by 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 proceedings to judgment or final decree, and may enforce the same against
the Company or any other obligor upon the Securities 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 the Securities, wherever
situated.

     

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

     

    
      SECTION
6.04.  Trustee May File Proofs of Claim.

    

     

    In the
case of the pendency of a 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 such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities 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 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 of principal and premium, if any,
and any 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 of the Securities and coupons allowed in such judicial
proceeding; and

     

    
      
        
        

      

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

     

    and any
receiver, assignee, trustee, liquidator or sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each holder of
the Securities 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 of the Securities and coupons, to pay to the Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.06.  To the extent that such payment of reasonable
compensation, expenses, disbursements, advances and other amounts out of the
estate in any such proceedings shall be denied for any reason, payment of the
same shall be secured by a lien on, and shall be paid out of and prior to, any
and all distributions, dividends, moneys, securities and other property which
the holders of the Securities and coupons may be entitled to receive in such
proceedings, whether in liquidation or under any plan or reorganization or
arrangements or otherwise.

     

    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of the holder of a Security or a 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 a coupon
in any such proceeding.

     

    
      SECTION
6.05.  Trustee May Enforce Claims Without Possession of Securities or
Coupons.

    

     

    All
rights of action and claims under this Indenture or 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 Securities and coupons in respect of which such judgment
has been recovered.

     

    
      SECTION
6.06.  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, if any, or any
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 under Section 7.06;

     

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

     

    
      
        
        

      

      
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    THIRD:  To
the Company or its successors or assigns, or to whomsoever may be lawfully
entitled to receive the same.

     

    
      SECTION
6.07.  Limitation on Suits.

    

     

    No holder
of any Security of any series or any related coupons 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;

     

    (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 reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such
request;

     

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

     

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

     

    it being
understood and intended that no one or more such holders of the Securities 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 of the Securities 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 of the Securities.

     

    
      SECTION
6.08.  Unconditional Right of Securityholders to Receive Principal 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, if any, and (subject to Sections 2.05 and
3.02) any interest on such Security or payment of such coupon on the respective
stated maturities 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 right shall not be impaired without the consent of
such holder.

     

    
      
        
        

      

      
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      SECTION
6.09.  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 the 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 has been
instituted.

     

    
      SECTION
6.10.  Rights and Remedies Cumulative.

    

     

    Except as
provided in Section 2.09, no right or remedy herein conferred upon or
reserved to the Trustee or to the holders of the 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
6.11.  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 Default shall impair any such
right or remedy or constitute a waiver of any such Default or an acquiescence
therein.  Every right and remedy given by this Article or by law to
the Trustee or to the holders of the Securities or coupons may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
holders of the Securities or coupons, as the case may be.

     

    
      SECTION
6.12.  Control by Securityholders.

    

     

    The
holders of a majority in principal amount of Outstanding Securities of each
series, on behalf of the holders of that series and any coupons appurtenant
thereto, 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, provided that

     

    (1)  such
direction shall not be in conflict with any statute, 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 which it in good faith determines might involve
it in personal liability or be unjustly prejudicial to the securityholders not
consenting.

     

    
      
        
        

      

      
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    Upon
receipt by the Trustee of any such direction with respect to the Securities of a
series all or part of which is represented by a temporary global Security or a
permanent global Security, the Trustee shall establish a record date for
determining holders of Outstanding Securities of such series entitled to join in
such direction, which record date shall be at the close of business on the day
the Trustee receives such direction.  The holders on such record date,
or their duly designated proxies, and only such persons, shall be entitled to
join in such direction, whether or not such holders remain holders after such
record date, provided that, unless such majority in principal amount shall have
been obtained prior to the day which is 90 days after such record date, such
direction shall automatically and without further action by any holder be
cancelled and of no further effect.  Nothing in this paragraph shall
prevent a holder, or a proxy of a holder, from giving, after expiration of such
90-day period, a new direction identical to a direction which has been cancelled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this
Section 6.12.

     

    
      SECTION
6.13.  Waiver of Past Defaults.

    

     

    The
holders of a majority in principal amount of the Securities of each series at
the time Outstanding may, on behalf of the holders of all the Securities of that
series and any coupons appertaining thereto, waive any past default hereunder
and its consequences, except a default

     

    (1)  in
the payment of the principal of, premium, if any, or any interest on any
Security; or

     

    (2)  in
respect of a covenant or provision hereof that pursuant to Article 10 cannot be
modified or amended without the consent of the holder of each Outstanding
Security affected.

     

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

     

    
      SECTION
6.14.  Undertaking for Costs.

    

     

    All
parties to this Indenture agree, and each holder of any Security or coupon 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any 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 of any Securities or coupons
for the enforcement of the payment of the principal of, premium, if any, or any
interest on any Security or the payment of any coupon on or after the respective
stated maturities expressed in such Security or coupon (or, in the case of
redemption, on or after the redemption date, except, in the case of a partial
redemption, with respect to the portion not so redeemed).

     

    
      
        
        

      

      
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      SECTION
6.15.  Waiver of 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 stay or extension laws 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 benefits 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.

     

    ARTICLE
7

     

    CONCERNING
THE TRUSTEE 

     

    
      SECTION
7.01.  Duties and Responsibilities of Trustee.

    

     

    (a)  The
Trustee, prior to the occurrence of an Event of Default of a particular series
and after the curing of all Events of Default of such series which may have
occurred, undertakes to perform such duties and only such duties with respect to
such series as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Trustee
and in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions 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.

     

    (b)  In
case an Event of Default with respect to a particular series has occurred (which
has not been cured), the Trustee shall exercise with respect to such series such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

     

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

     

    (1)  prior
to the occurrence of an Event of Default with respect to a particular series and
after the curing of all Events of Default with respect to such series which may
have occurred, the duties and obligations of the Trustee with respect to such
series shall be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the
Trustee;

     

    
      
        
        

      

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

     

    (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 the
Securities pursuant to Section 6.12 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.

     

    (d)  No
provision of this Indenture shall be construed as requiring the Trustee to
expend or risk its own funds or otherwise to incur any personal 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
7.02.  Reliance on Documents, Opinions, etc. 

    

     

    Subject
to the provisions of Section 7.01:

     

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

     

    (b)  any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (unless other
evidence in respect thereof be herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or any Assistant Secretary of the Company; and 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;

     

    (c)  the
Trustee may consult with counsel and the written advice of such counsel and 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;

     

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

     

    
      
        
        

      

      
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    (e)  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 documents, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

     

    (f)  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; and

     

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

     

    
      SECTION
7.03.  No Responsibility for Recitals, etc.

    

     

    The
recitals contained herein and in the Securities, other than the Trustee’s
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities or coupons,
provided that the Trustee shall not be relieved of its duty to authenticate the
Securities only as authorized by this Indenture.  The Trustee shall
not be accountable for the use or application by the Company of the Securities
or the proceeds thereof.

     

    
      SECTION
7.04.  Ownership of Securities.

    

     

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

     

    
      SECTION
7.05.  Moneys to be Held in Trust.

    

     

    Subject
to the provisions of Section 12.04 hereof, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by
law.  Neither the Trustee nor any paying agent shall be under any
liability for interest on any moneys received by it hereunder except such as it
may agree in writing with the Company to pay thereon.

     

    
      SECTION
7.06.  Compensation and Expenses of Trustee.

    

     

    The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation for all services rendered by it
hereunder as the Company and the Trustee shall from time to time agree in
writing (which to the extent permitted by law shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and, except as otherwise expressly provided, the Company will pay or
reimburse the Trustee forthwith upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith.  If any
property  shall at any time be subject to the lien of this Indenture,
the Trustee, if and to the extent authorized by a receivership or bankruptcy
court of competent jurisdiction or by the supplemental instrument subjecting
such property to such lien, shall be entitled to make and to be reimbursed for,
advances for the purpose of preserving such property or of discharging tax liens
or other prior liens or encumbrances thereon.  The Company also
covenants to indemnify the Trustee for, and to hold it harmless against, any and
all loss, damage, claims, liability or expense, including taxes (other than
taxes based upon, measured or determined by, the income of the Trustee) incurred
without negligence or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim of
liability.  The obligations of the Company under this Section shall
constitute additional indebtedness hereunder.  Such additional
indebtedness shall be secured by a lien prior to that of the Securities and any
coupons upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

     

    
      
        
        

      

      
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    To secure
the Company’s obligations under this Section, the Trustee shall have a senior
claim to which the Securities are hereby made subordinate on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of (and premium, if any) and interest, if any, on particular
Securities.

     

    When the
Trustee incurs expenses or renders services after an Event of Default, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy law.

     

    The
Trustee’s rights under this Section 7.06 shall survive (i) its removal or
resignation or (ii) termination of this Indenture.

     

    
      SECTION
7.07.  Officers’ Certificate as Evidence.

    

     

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

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    
      SECTION
7.08.  Disqualifications; Conflicting Interest of
Trustee.

    

     

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

     

    
      SECTION
7.09.  Eligibility of Trustee.

    

     

    There
shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States or of any State or
Territory thereof or of the District of Columbia, which (a) is authorized
under such laws to exercise corporate trust powers, (b) is subject to
supervision or examination by federal, state, territorial or District of
Columbia authority, (c) shall have at all times a combined capital and
surplus of not less than $5,000,000 and (d) shall not be the Company or any
person directly or indirectly controlling, controlled by, or under common
control with the Company.  If such corporation publishes reports of
condition at least annually, pursuant to law, or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation at any time 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 the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect specified
in Section 7.10.

     

    
      SECTION
7.10.  Resignation or Removal of Trustee.

    

     

    (a)  The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more or all series by giving written notice of
resignation to the Company.  Upon receiving such notice of resignation
the Company shall promptly appoint a successor trustee with respect to the
applicable series by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee.  If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.  Such court may thereupon, after such notice, if
any, as it may deem proper and prescribe, appoint a successor
trustee.

     

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

     

    (1)  the
Trustee shall fail to comply with the provisions of subsection (a) of
Section 7.08 with respect to any series of the Securities after written
request therefor by the Company or by any securityholder who has been a bona
fide holder of a Security or Securities of such series for at least six months,
or

     

    (2)  the
Trustee shall cease to be eligible in accordance with the provisions of
Section 7.09 with respect to any series of the Securities and shall fail to
resign after written request therefor by the Company or by any such
securityholder, or

     

    
      
        
        

      

      
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    (3)  the
Trustee shall become incapable of acting with respect to any series of the
Securities, 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, the Company may remove the Trustee with respect to the applicable
series of the Securities and appoint a successor trustee with respect to such
series by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 6.14, any securityholder of such series who has been a bona fide
holder of a Security or Securities of the applicable series 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 and the
appointment of a successor trustee with respect to such series.  Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

     

    (c)  The
holders of a majority in aggregate principal amount of the Securities of all
series (voting as one class) at the time Outstanding may at any time remove the
Trustee with respect to the Securities of all series and appoint a successor
trustee with respect to the Securities of all series.

     

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

     

    
      SECTION
7.11.  Acceptance by Successor Trustee.

    

     

    Any
successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee with respect to all or any applicable
series shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, duties
and obligations with respect to such series of its predecessor hereunder, with
like effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the predecessor
trustee shall, upon payment of any amounts then due it pursuant to the
provisions of Section 7.06, execute and deliver an instrument transferring
to such successor trustee all the rights and powers of the predecessor trustee,
except as provided in Section 7.06 hereof.  Upon request of any such
successor trustee, the Company shall execute any and all instruments in writing
in order more fully and certainly to vest in and confirm to such successor
trustee all such rights and powers.  Any trustee, including the
initial Trustee, ceasing to act shall, nevertheless, retain a lien upon all
property or funds held or collected by such trustee to secure any amounts then
due it pursuant to the provisions of Section 7.06 and shall also retain its
rights under Section 7.06 hereof.

     

    
      
        
        

      

      
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    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 predecessor
Trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and 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.

     

    No
successor trustee shall accept appointment as provided in this Section unless at
the time of such acceptance such successor trustee shall be qualified and
eligible under the provisions of this Article 7.

     

    Upon
acceptance of appointment by a successor trustee as provided in this Section,
the Company shall mail notice of the succession of such trustee hereunder to all
holders of the Securities of any applicable series as the names and addresses of
such holders shall appear on the registry books.  If the Company fails
to mail such notice in the prescribed manner within 10 days after the acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be so mailed at the expense of the Company.

     

    
      SECTION
7.12.  Successor by Merger, etc.

    

     

    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 qualified and eligible under the provisions of this Article
7, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such
Securities.

     

    
      SECTION
7.13.  Limitations on Rights of Trustee as
Creditor.

    

     

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

     

    
      
        
        

      

      
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      SECTION
7.14.  Notice of Default.

    

     

    Within 90
days after the occurrence of any default on a series of the Securities
hereunder, the Trustee shall transmit to all securityholders of that series, in
the manner and to the extent provided in Section 15.04, 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 interest on any Security or on the payment of any
sinking or purchase fund installment, the Trustee shall be protected in
withholding such notice if and so long as the 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 security-holders; and
provided, further, that in the case of any default of the character specified in
clause (c) of Section 6.01 no such notice to securityholders shall be
given until at least 30 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
7.15.  Appointment of Authenticating Agent.

    

     

    The
Trustee may appoint an authenticating agent or agents (which may be an affiliate
or affiliates of the Company) with respect to one or more series of the
Securities which shall be authorized to act on behalf of the Trustee to
authenticate the Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 2.09, and the Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder.  Wherever reference is made
in this Indenture to the authentication and delivery of the Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
authenticating agent and a certificate of authentication executed on behalf of
the Trustee by an authenticating agent.  Each authenticating agent
shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or Territory thereof or of the District of Columbia, which
(a) is authorized under such laws to exercise corporate trust powers or to
otherwise act as authenticating agent, (b) is subject to supervision or
examination by federal, state, territorial or District of Columbia authority,
and (c) shall have at all times a combined capital and surplus of not less
than $5,000,000.  If such authenticating agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such authenticating agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time an authenticating agent shall
cease to be eligible in accordance with the provisions of this Section, such
authenticating agent shall resign immediately in the manner and with the effect
specified in this Section.

     

    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 such authenticating agent, shall continue to be an authenticating
agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or such authenticating agent.

     

    
      
        
        

      

      
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    An
authenticating agent may resign at any time by giving written notice thereof to
the Trustee and to the Company.  The Trustee may at any time terminate
the agency of an authenticating agent by giving written notice thereof to such
authenticating agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor authenticating
agent which shall be acceptable to the Company and shall promptly give notice of
such appointment to all holders of the Securities in the manner and to the
extent provided in Section 15.04.  Any successor authenticating
agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an authenticating agent.  No successor
authenticating agent shall be appointed unless eligible under the provisions of
this Section.

     

    The
Trustee agrees to pay to each authenticating agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 7.06.

     

    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 the
Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form:

     

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

     

    
      	 	
              The
      Bank of New York Mellon Trust Company, N.A., as Trustee

              


              


              


              By:  _________________________________ 

                      Authorized
      Signatory

            


    

     

    If all of
the Securities of a series may not be originally issued at one time, and the
Trustee does not have an office capable of authenticating the Securities upon
original issuance located in a Place of Payment where the Company wishes to have
the Securities of such series authenticated upon original issuance, the Trustee,
if so requested by the Company in writing, shall appoint in accordance with this
Section an authenticating agent (which, if so requested by the Company, shall be
such affiliate of the Company) having an office in a Place of Payment designated
by the Company with respect to such series of the Securities, provided that the
terms and conditions of such appointment are acceptable to the
Trustee.

     

    
      
        
        

      

      
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    ARTICLE
8

     

    CONCERNING
THE SECURITYHOLDERS 

     

    
      SECTION
8.01.  Action by Securityholders.

    

     

    Whenever
in this Indenture it is provided that the holders of a specified percentage in
aggregate principal amount of the Securities of any or all series may take any
action (including the making of any demand or request, the giving of any
authorization, notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such specified
percentage have joined therein may be evidenced (a) by any instrument or
any number of instruments of similar tenor executed by securityholders in person
or by agent or proxy appointed in writing, or (b) if the Securities of a
series are issuable as Bearer Securities, by the record of the holders of the
Securities voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of securityholders of such series duly
called and held in accordance with the provisions of Article 9, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of securityholders.

     

    In
determining whether the holders of a specified percentage in aggregate principal
amount of the Securities of any or all series have taken any action (including
the making of any demand or request, the giving of any authorization, direction,
notice, consent or waiver or the taking of any other action), (i) the
principal amount of any Original Issue Discount Security that may be counted in
making such determination and that shall be deemed to be outstanding for such
purposes shall be equal to the amount of the principal thereof that could be
declared to be due and payable upon an Event of Default pursuant to the terms of
such Original Issue Discount Security at the time the taking of such of such
action is evidenced to the Trustee, and (ii) the principal amount of a
Security denominated in a foreign currency or currency unit shall be the U.S.
dollar equivalent, determined as of the date of original issuance of such
Security in accordance with Section 2.03(b) hereof, of the principal amount
of such Security.

     

    
      SECTION
8.02.  Proof of Execution by Securityholders.

    

     

    Subject
to the provisions of Section 7.01, 7.02 and 9.05, proof of the execution of
any instrument by a securityholder or its agent or proxy, or of the holding by
any person of a Security, shall be sufficient and conclusive in favor of the
Trustee and the Company if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.

     

    The
principal amount and serial numbers of Registered Securities held by any person,
and the date of holding the same, shall be proved by the Security
Register.  The principal amount and serial numbers of Bearer
Securities held by any person, and the date of holding the same, may be proved
by the production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, 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
depositary, 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 principal amount and serial numbers of Bearer
Securities held by any person, and the date of holding the same, may also be
provided in any other manner which the Trustee deems sufficient.

     

    
      
        
        

      

      
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    The
record of any securityholders’ meeting shall be proved in the manner provided in
Section 9.06.

     

    
      SECTION
8.03.  Who Are Deemed Absolute Owners.

    

     

    Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or of the Trustee may deem the
person in whose name such Registered Security shall be registered upon the
Security Register to be, and may treat him as, the absolute owner of such
Registered Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon), for the
purpose of receiving payment of or on account of the principal of (and premium,
if any) and, subject to the provisions of Sections 2.05 and 2.07, any
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any agent of the Company or of the Trustee shall be affected
by any notice to the contrary.  All such payments so made to any
holder for the time being, or upon his order, shall be valid and, to the extent
of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys 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 of
the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the 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.

     

    Notwithstanding
the foregoing, with respect to any temporary or permanent global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or of the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by a Common Depositary or a U.S.
Depositary, as the case may be, or impair, as between a Common Depositary or a
U.S. Depositary and holders of beneficial interests in any temporary or
permanent global Security, as the case may be, the operation of customary
practices governing the exercise of the rights of the Common Depositary or the
U.S. Depositary as holder of such temporary or permanent global
Security.

     

    
      SECTION
8.04.  Company-Owned Securities Disregarded.

    

     

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

     

    
      
        
        

      

      
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      SECTION
8.05.  Revocation of Consents; Future Securityholders
Bound.

    

     

    At any
time prior to the taking of any action by the holders of the percentage in
aggregate principal amount of the Securities specified in this Indenture in
connection with such action, any holder of a Security, the identifying number of
which is shown by the evidence to be included in the Securities the holders of
which have consented to such action, may, by filing written notice with the
Trustee at its office and upon proof of holding as provided in
Section 8.02, revoke such action so far as it concerns such
Security.  Except as aforesaid any such action taken by the holder of
any Security shall be conclusive and binding upon such holder and upon all
future holders and owners of such Security and of any Security issued upon
registration of transfer of or in exchange or substitution therefor in respect
of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, irrespective of whether or not any notation in regard
thereto is made upon such Security.  Any action taken by the holders
of the percentage in aggregate principal amount of the Securities specified in
this Indenture in connection with such action shall be conclusively binding upon
the Company, the Trustee and the holders of all the Securities.

     

    
      SECTION
8.06.  Record Date.

    

     

    The
Company may, but shall not be obligated to, set a record date for purposes of
determining the identity of holders of the Securities of any series entitled to
vote or consent to any action by vote or consent or to otherwise take any action
under this Indenture authorized or permitted by Section 6.12 or
Section 6.13 or otherwise under this Indenture.  Such record date
shall be the later of (i) the date 20 days prior to the first solicitation of
such consent or vote or other action and (ii) the date of the most recent list
of holders of such Securities delivered to the principal corporate trust office
of the Trustee pursuant to Section 5.01 prior to such
solicitation.  If such a record date is fixed, those persons who were
holders of such Securities at the close of business on such record date shall be
entitled to vote or consent or take such other action, or to revoke any such
action, whether or not such persons continue to be holders after such record
date, and for that purpose the Outstanding Securities shall be computed as of
such record date.

     

    
      
        
        

      

      
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    ARTICLE
9

     

    SECURITYHOLDERS’
MEETINGS

     

    
      SECTION
9.01.  Purposes of Meeting.

    

     

    A meeting
of holders of any or all series of the Securities may be called at any time and
from time to time pursuant to the provisions of this Article for any of the
following purposes:

     

    (a)  to
give any notice to the Company or to the Trustee, or to give any directions to
the Trustee, or to waive any default hereunder and its consequences, or to take
any other action authorized to be taken by securityholders pursuant to any of
the provisions of Article 6;

     

    (b)  to
remove the Trustee and appoint a successor trustee pursuant to the provisions of
Article 7;

     

    (c)  to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 10.02; or

     

    (d)  to
take any other action authorized to be taken by or on behalf of the holders of
any specified aggregate principal amount of the Securities of any or all series,
as the case may be, under any other provision of this Indenture or under
applicable law.

     

    
      SECTION
9.02.  Call of Meetings by Trustee.

    

     

    The
Trustee may at any time call a meeting of security-holders of any or all series
to take any action specified in Section 9.01, to be held at such time and
at such place in New York, New York or Franklin, Tennessee as the Trustee shall
determine.  Notice of every meeting of the securityholders of any or
all series, setting forth the time and 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 15.04 not less than 20 nor more than 180 days
prior to the date fixed for the meeting.

     

    
      SECTION
9.03.  Call of Meetings by Company or
Securityholders.

    

     

    In case
at any time the Company, pursuant to a Board Resolution, or the holders of at
least 10% in aggregate principal amount of the Securities of any or all series,
as the case may be, then Outstanding, shall have requested the Trustee to call a
meeting of securityholders of any or all series to take any action authorized in
Section 9.01, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
provided notice of such meeting in the manner provided in Section 15.04
within 30 days after receipt of such request, then the Company or the holders of
such Securities in the amount above specified may determine the time and the
place in New York, New York or Franklin, Tennessee for such meeting and may call
such meeting by giving notice thereof as provided in
Section 9.02.

     

    
      SECTION
9.04.  Qualifications for Voting.

    

     

    To be
entitled to vote at any meeting of securityholders a person shall be a holder of
one or more Securities of such series Outstanding with respect to which a
meeting is being held or a person appointed by an instrument in writing as proxy
by such a holder or holders.  The only persons who shall be entitled
to be present or to speak at any meeting of the securityholders of any series
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

     

    
      
        
        

      

      
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      SECTION
9.05.  Regulations.

    

     

    Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of securityholders of a
series, in regard to proof of the holding of the Securities 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 deems fit.  Except as otherwise permitted
or required by any such regulations, the holding of the Securities shall be
proved in the manner specified in Article 8 and the appointment of any proxy
shall be proved in the manner specified in Article 8 or by having the signature
of the person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Article 8 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 Article 8 or other proof.

     

    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
securityholders as provided in Section 9.03, in which case the Company or
the securityholders 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 holders of a
majority in principal amount of the Securities represented at the meeting and
entitled to vote.

     

    Subject
to the provisions of Sections 8.01 and 8.04, at any meeting each
securityholder or proxy shall be entitled to one vote for each $1,000 (or the
U.S. Dollar equivalent thereof in connection with the Securities issued in a
foreign currency or currency unit determined as of the date of original issuance
of such Security in accordance with Section 2.03(b) hereof) Outstanding
principal amount of the 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 securityholder or proxy.  Any
meeting of securityholders duly called pursuant to the provisions of
Section 9.02 or 9.03 may be adjourned from time to time, and the meeting
may be reconvened without further notice.

     

    
      SECTION
9.06.  Voting.

    

     

    The vote
upon any resolution submitted to any meeting of securityholders shall be by
written ballot on which shall be subscribed the signatures of the
securityholders or proxies and on which shall be inscribed the identifying
number or numbers or to which shall be attached a list of identifying numbers of
the Securities held or represented by them.  The 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 in duplicate of the proceedings
of each meeting of securityholders shall be prepared by the secretary of the
meeting and there shall be attached to the 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 facts setting forth a copy of the notice of
the meeting and showing that the notice was mailed as provided in
Section 9.02.  The record shall be signed and verified by the
chairman and secretary of the meeting and one of the duplicates shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting.

     

    
      
        
        

      

      
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    Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.

     

    ARTICLE
10

     

    SUPPLEMENTAL
INDENTURES

     

    
      SECTION
10.01.  Supplemental Indentures without Consent of
Securityholders.

    

     

    Without
the consent of any holders of the Securities or coupons, the Company, when
authorized by or pursuant to Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as in force at
the date of the execution thereof) for one or more of the following
purposes:

     

    (a)  to
evidence the succession of another corporation to the Company, or successive
successions, pursuant to Article 11 hereof, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company herein
and in the Securities;

     

    (b)  to
add to the covenants of the Company such further covenants, restrictions,
conditions or provisions as its Board of Directors shall consider to be for the
protection of the holders of the Securities, and to make the occurrence, or the
occurrence and continuance, of a default in any of such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth, with such period of grace, if any, and subject to such
conditions as such supplemental indenture may provide;

     

    (c)  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 any premium 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 the Securities in uncertificated form, provided that any such action
shall not adversely affect the interests of the holders of the Securities of any
series or any related coupons in any material respect;

     

    
      
        
        

      

      
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    (d)  to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the Trust
Indenture Act, or under any similar federal statute hereafter enacted, and to
add to this Indenture such other provisions as may be expressly permitted by the
Trust Indenture Act, excluding however, the provisions referred to in
Section 316(a)(2) of the Trust Indenture Act or any corresponding provision
in any similar federal statute hereafter enacted;

     

    (e)  to
modify, eliminate or add to any of the provisions of this Indenture, provided
that any such change or elimination (i) shall become effective only when
there is no Security of any series Outstanding and created prior to the
execution of such supplemental indenture that is entitled to the benefit of such
provision or (ii) shall not apply to any Security Outstanding;

     

    (f)  to
cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any
other provisions contained herein or in any supplemental indenture; to convey,
transfer, assign, mortgage or pledge any property to or with the Trustee; or to
make such other provisions in regard to matters or questions arising under this
Indenture, provided such other provisions shall not adversely or any related
coupons affect in any material respect the interests of the holders of the
Securities or any related coupons, including provisions necessary or desirable
to provide for or facilitate the administration of the trusts
hereunder;

     

    (g)  to
secure any series of Security; and

     

    (h)  to
evidence and provide for the acceptance and appointment hereunder by a successor
trustee with respect to the Securities of one or more series and to add or
change any provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one trustee,
pursuant to Section 7.11.

     

    The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which adversely affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.  No supplemental indenture shall be
effective as against the Trustee unless and until the Trustee has duly executed
and delivered the same.

     

    
      SECTION
10.02.  Supplemental Indentures with Consent of
Holders.

    

     

    With the
consent (evidenced as provided in Section 8.01) of the holders of not less
than 66-2/3% in aggregate principal amount of the Securities of all series at
the time Outstanding affected by such supplemental indenture (voting as one
class), the Company, when authorized by a Board Resolution, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof) for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities of such series and any
related coupons under this Indenture; provided, however, that no such
supplemental indenture shall (1) extend the fixed maturity of any
Securities, or reduce the principal amount thereof or premium, if any, or reduce
the rate or extend the time of payment of interest thereon, without the consent
of the holder of each Security so affected, (2) reduce the aforesaid
percentage of the Securities, the consent of the holders of which is required
for any such supplemental indenture, without the consent of the holders of all
Securities then Outstanding that are affected by such supplemental indenture, or
(3) modify any of the above provisions.

     

    
      
        
        

      

      
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    Upon the
request of the Company, accompanied by a copy of a Board Resolution certified by
the Secretary or an Assistant Secretary of the Company authorizing the execution
of any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of securityholders as aforesaid, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

     

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

     

    Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Article 10, the Company shall provide notice,
in the manner and to the extent provided in Section 15.04, setting forth in
general terms the substance of such supplemental indenture, to all holders of
the Securities of each series so affected.  Any failure of the Company
so to provide such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

     

    
      SECTION
10.03.  Compliance with Trust Indenture Act; Effect of Supplemental
Indentures.

    

     

    Any
supplemental indenture executed pursuant to the provisions of this Article 10
shall comply with the Trust Indenture Act, as then in effect.  Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article 10 and subject to the provisions in any supplemental indenture relating
to the prospective application of such instrument, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of the Securities
theretofore or thereafter authenticated and delivered hereunder and of any
coupons appertaining thereto shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     

    
      
        
        

      

      
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    The
Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be
entitled to receive and shall be fully protected in relying upon an Opinion of
Counsel as conclusive evidence that any such supplemental indenture complies
with the provisions of this Article 10.

     

    
      SECTION
10.04.  Notation on Securities.

    

     

    The
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article 10 may bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture.  New Securities of any series so modified as
to conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered, without
charge to the securityholders, in exchange for the Securities of such series
then Outstanding.

     

    ARTICLE
11

     

    CONSOLIDATION,
MERGER, SALE OR CONVEYANCE

     

    
      SECTION
11.01.  Company May Consolidate, etc., on Certain
Terms.

    

     

    The
Company covenants that it will not merge into or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
person, firm or corporation, unless (1) either the Company shall be the
continuing corporation, or the successor corporation (if other than the Company)
shall be a corporation organized and existing under the laws of the United
States of America or a state thereof or the District of Columbia and such
corporation shall expressly assume the due and punctual payment of the principal
of (and premium, if any, on) and any interest on all 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 satisfactory to the Trustee, executed and delivered to
the Trustee by such corporation, and (2) the Company or such successor
corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of
any such covenant or condition.

     

    
      SECTION
11.02.  Successor Corporation Substituted.

    

     

    In case
of any such consolidation, merger, sale or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for, and may exercise every right and power of,
the Company, with the same effect as if it had been named herein as the party of
the first part.  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 make available for delivery 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 of 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
thereof.

     

    
      
        
        

      

      
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    In case
of any such consolidation, merger, sale 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
11.03.  Opinion of Counsel and Officers’ Certificate to be Given
Trustee.

    

     

    The
Trustee shall receive an Opinion of Counsel and Officers’ Certificate as
conclusive evidence that any such consolidation, merger, sale or conveyance, and
any such assumption, complies with the provisions of this Article 11 and that
all conditions precedent herein provided for relating to such transaction have
been complied with.

     

    ARTICLE
12

     

    SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     

    
      SECTION
12.01.  Discharge of Indenture.

    

     

    If at any
time

     

    (1)  the
Company shall have delivered to the Trustee for cancellation all the Securities
of any series theretofore authenticated 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 2.07, (ii) the Securities and coupons that have been
destroyed, lost or stolen and that have been replaced or paid as provided in
Section 2.09, (iii) coupons appertaining to the Securities called for
redemption and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 3.03, and (iv) the Securities and
coupons 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 4.03),
or

     

    (2)  all
such Securities of such series and, in the case of (1)(i) or (1)(ii) above, any
coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation (i) shall have become due and payable, or (ii) are by
their terms to become due and payable within one year or (iii) are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and the Company in the case of
(1)(i) or (1)(iii) above shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount (other than moneys repaid by the
Trustee or any paying agent to the Company in accordance with
Section 12.04) sufficient to pay at maturity or upon redemption all
Securities of such series and coupons not therefore delivered to the Trustee for
cancellation, including principal (and premium, if any) and any interest due or
to become due to such date of maturity or date fixed for redemption, as the case
may be,

     

    
      
        
        

      

      
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    and if in
either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company with respect to such series, then this
Indenture shall cease to be of further effect with respect to the Securities of
such series, and the Trustee, on demand of and at the cost and expense of the
Company and subject to Section 15.05, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to the
Securities of such series.  The Company agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee in connection with this Indenture or the Securities of such
series.  Notwithstanding the satisfaction and discharge of this
Indenture with respect to the Securities of any series or of all series, the
obligations of the Company to the Trustee under Section 7.06 shall
survive.

     

    The
Company will deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel which together shall state that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

     

    
      SECTION
12.02.  Deposited Moneys to be Held in Trust by
Trustee.

    

     

    Subject
to the provisions of the last paragraph of Section 4.03, all moneys
deposited with the Trustee pursuant to Section 12.01 shall be held in trust
and applied by it to the payment, either directly or through any paying agent
(including the Company acting as its own paying agent), to the persons entitled
thereto, of all sums due and to become due thereon for principal and interest
(and premium, if any) for which payment of such money has been deposited with
the Trustee.

     

    
      SECTION
12.03.  Paying Agent to Repay Moneys Held.

    

     

    In
connection with the satisfaction and discharge of this Indenture with respect to
the Securities of any series and the payment of all amounts due to the Trustee
under Section 7.06, all moneys with respect to such Securities then held by
any paying agent under the provisions of this Indenture shall, upon demand of
the Company, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such
moneys.

     

    
      SECTION
12.04.  Return of Unclaimed Moneys.

    

     

    Any
moneys deposited with or paid to the Trustee or any paying agent for the payment
of the principal of (and premium, if any) or interest on any Security and not
applied but remaining unclaimed for two years after the date upon which such
principal (and premium, if any, on) or interest shall have become due and
payable, shall be repaid to the Company by the Trustee or such paying agent on
demand, and the holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for any payment which such holder may
be entitled to collect and all liability of the Trustee or any paying agent with
respect to such moneys shall thereupon cease.

     

    
      
        
        

      

      
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    ARTICLE
13

     

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     

    
      SECTION
13.01.  Indenture and Securities Solely Corporate
Obligations.

    

     

    No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Security or coupon, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, or against any past,
present or future stockholder, officer or director, as such, of the Company or
of any successor corporation, either directly or through the Company or any
successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of the Securities or coupons by the holders thereof and as
part of the consideration for the issue of the Securities.

     

    ARTICLE
14

     

    DEFEASANCE
AND COVENANT DEFEASANCE 

     

    
      SECTION
14.01.  Applicability of Article.

    

     

    Unless,
as specified pursuant to Section 2.03(b), provision is made that either or
both of (a) defeasance of the Securities of a series under
Section 14.02 and (b) covenant defeasance of the Securities of a
series under Section 14.03 shall not apply to the Securities of a series,
then the provisions of such Section 14.02 and Section 14.03, together
with Sections 14.04 and 14.05, shall be applicable to the Outstanding
Securities of all series upon compliance with the conditions set forth below in
this Article 14.

     

    
      SECTION
14.02.  Defeasance and Discharge.

    

     

    Subject
to Section 14.05, the Company may cause itself to be discharged from its
obligations with respect to the Outstanding Securities of any series on and
after the date the conditions precedent set forth below are satisfied but
subject to satisfaction of the conditions subsequent set forth below
(hereinafter, “defeasance”).  For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall 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
Outstanding Securities of such series to receive, solely from the trust fund
described in Section 14.04 and as more fully set forth in such Section,
payments of the principal of and any premium and interest on such Securities
when such payments are due, (B) the Company’s obligations with respect to
such Securities under Sections 2.07, 2.08, 2.09, 4.02 and 4.03 and such
obligations as shall be ancillary thereto, (C) the rights, powers, trusts,
duties, immunities and other provisions in respect of the Trustee hereunder and
(D) this Article 14.  Subject to compliance with this Article 14,
defeasance with respect to the Securities of a series by the Company is
permitted under this Section 14.02 notwithstanding the prior exercise of
its rights under Section 14.03 with respect to the Securities of such
series.  Following a defeasance, payment of the Securities of such
series may not be accelerated because of an Event of Default.

     

    
      
        
        

      

      
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      SECTION
14.03.  Covenant Defeasance.

    

     

    The
Company may cause itself to be released from its obligations under any Sections
applicable to the Securities of a series that are determined pursuant to
Section 2.03(b) to be subject to this provision with respect to the
Outstanding Securities of such series on and after the date the conditions
precedent set forth below are satisfied but subject to satisfaction of the
conditions subsequent set forth below (hereinafter, “covenant
defeasance”).  For this purpose, such covenant defeasance means that,
with respect to the Outstanding Securities of such series, 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, whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

     

    
      SECTION
14.04.  Conditions to Defeasance or Covenant
Defeasance.

    

     

    The
following shall be the conditions precedent or, as specifically noted below,
subsequent to application of either Section 14.02 or Section 14.03 to
the Outstanding Securities of such series:

     

    (1)  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee 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, (A) money in an amount, or
(B) U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, sufficient, without reinvestment, 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 to pay and discharge,
(i) the principal of and any premium and interest on the Outstanding
Securities of such series to maturity or redemption, as the case may be, and
(ii) any mandatory sinking fund payments or analogous payments applicable
to the Outstanding Securities of such series on the due dates
thereof.  Before such a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of the Securities at a future
date or dates in accordance with Article 3 which shall be given effect in
applying the foregoing.  For this purpose, “U.S. Government
Obligations” means securities that are (x) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged
or (y) obligations of a person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such U.S. Government obligation or a specific
payment of principal of or interest on any such U.S. Government Obligation held
by such custodian for the account of the holder of such 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 U.S.
Government Obligation or the specific payment of principal of or interest on the
U.S. Government Obligation evidenced by such depository receipt;

     

    
      
        
        

      

      
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    (2)  Such
defeasance or covenant defeasance shall not (A) cause the Trustee for the
Securities of such series to have a conflicting interest as defined in
Section 7.08 or for purposes of the Trust Indenture Act with respect to any
securities of the Company or (B) result in the trust arising from such
deposit to constitute, unless it is qualified as, a regulated investment company
under the Investment Company Act of 1940, as amended;

     

    (3)  Such
defeasance or covenant defeasance shall not cause any Securities of such series
then listed on any registered national securities exchange under the Exchange
Act to be delisted;

     

    (4)  In
the case of a defeasance under Section 14.02, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (x) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (y) since the date of this Indenture there has been a change
in the applicable federal income tax law, in either case to the effect that, and
based thereon such opinion shall confirm that, the holders of the Outstanding
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such 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;

     

    (5)  In
the case of covenant defeasance under Section 14.03, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the holders of
the Outstanding Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such covenant defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred;

     

    (6)  Such
defeasance or covenant defeasance shall be effected in compliance with any
additional terms, conditions or limitations which may be imposed on the Company
in connection therewith pursuant to Section 2.03(b); and

     

    
      
        
        

      

      
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    (7)  The
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent and subsequent
provided for in this Indenture relating to either the defeasance under
Section 14.02 or the covenant defeasance under Section 14.03, as the
case may be, have been complied with.

     

    
      SECTION
14.05.  Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

    

     

    All money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee pursuant to Section 14.04 in respect of the Outstanding
Securities of such series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any paying agent (but not including the
Company acting as its own paying agent) as the Trustee may determine, to the
holders of such Securities of all sums due and to become due thereon in respect
of principal and any premium and interest, but such money need not be segregated
from other funds except to the extent required by law.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the money or U.S. Government Obligations
deposited pursuant to Section 14.04 or the principal and interest received
in respect thereof.

     

    Anything
herein to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 14.04 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, provided that the Trustee shall
not be required to liquidate any U.S. Government Obligations in order to comply
with the provisions of this paragraph.

     

    Anything
herein to the contrary notwithstanding, if and to the extent the deposited money
or U.S. Government Obligations (or the proceeds thereof) either (i) cannot
be applied by the Trustee in accordance with this Section because of a court
order or (ii) are for any reason insufficient in amount, then the Company’s
obligations to pay principal of and any premium and interest on the Securities
of such series shall be reinstated to the extent necessary to cover the
deficiency on any due date for payment.  In any such case, the
Company’s interest in the deposited money and U.S. Government Obligations (and
proceeds thereof) shall be reinstated to the extent the Company’s payment
obligations are reinstated.

     

    ARTICLE
15

     

    MISCELLANEOUS
PROVISIONS

     

    
      SECTION
15.01.  Benefits of Indenture Restricted to Parties and
Securityholders.

    

     

    Nothing
in this Indenture or in the Securities, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties
hereto and their successors and assigns and the holders of the Securities, any
legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and assigns and
the holders of the Securities.

     

    
      
        
        

      

      
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      SECTION
15.02.  Provisions Binding on Company’s Successors.

    

     

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

     

    
      SECTION
15.03.  Addresses for Notices, etc., to Company and
Trustee.

    

     

    Any
notice or demand which by any provisions of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of the
Securities to or on the Company may be given or served by postage prepaid first
class mail addressed (until another address is filed by the Company with the
Trustee), as follows: BioMimetic Therapeutics, Inc., 389 Nichol Mill Lane,
Franklin, Tennessee 37067, Attn: Chief Financial Officer.  Any notice,
direction, request or demand by any securityholder to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the principal corporate trust office of the Trustee as set
forth in Section 4.02.

     

    
      SECTION
15.04.  Notice to Holders of Securities; Waiver.

    

     

    Except as
otherwise expressly provided herein, where this Indenture provides for notice of
holders of the Securities of any event,

     

    (1)  such
notice shall be sufficiently given to holders of Registered Securities if in
writing and mailed, first-class postage prepaid, to each holder of a Registered
Security affected by such event, at the address of such holder as it appears in
the Security Register, not earlier than the earliest date, and not later than
the latest date, prescribed for the giving of such notice; and

     

    (2)  such
notice shall be sufficiently given to holders of Bearer Securities if published
in an Authorized Newspaper in the Borough of Manhattan, The City of New York and
in such other city or cities as may be specified in such Securities on a
Business Day at least twice, the first such publication to be not earlier than
the earliest date, and not later than the latest date, prescribed for the giving
of such notice.

     

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

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    In case
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 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
holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice to holders of Registered
Securities given as provided herein.

     

    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 of the Securities 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.

     

    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.

     

    
      SECTION
15.05.  Evidence of Compliance with Conditions
Precedent.

    

     

    Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent, 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 demand as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

     

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

     

    
      SECTION
15.06.  Legal Holidays.

    

     

    In any
case where the date of maturity of interest on or principal of the Securities or
the date fixed for redemption of any Securities shall be a Saturday or Sunday or
a legal holiday in New York, New York or Franklin, Tennessee, or in such other
place or places as the Company may designate pursuant to Section 4.02, or a
day on which banking institutions in New York, New York or Franklin, Tennessee,
or in such other place or places are authorized by law or required by executive
order to close, then payment of interest or principal (and premium, if any) need
not be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on the date of maturity or the date
fixed for redemption, and no interest shall accrue for the period after such
date.

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    
      SECTION
15.07.  Trust Indenture Act to Control.

    

     

    If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with another provision included in this Indenture which is required to be
included in this Indenture by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act, such required provision shall control.

     

    
      SECTION
15.08.  Execution in Counterparts.

    

     

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

     

    
      SECTION
15.09.  Governing Law.

    

     

    This
Indenture and each Security shall be deemed to be a contract made under the laws
of the State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of New York.

     

    
      SECTION
15.10.  Separability Clause.

    

     

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

     

    The
Trustee, by its execution of this Indenture, hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, BIOMIMETIC THERAPEUTICS, INC. has caused this Indenture to be
signed and acknowledged by its Chief Executive Officer or its President or one
of its Vice Presidents, and its corporate seal to be affixed hereunto, and the
same to be attested by its Secretary or an Assistant Secretary; and The Bank of
New York Mellon Trust Company, N.A. has caused this Indenture to be signed and
acknowledged by one of its Vice Presidents, and its corporate seal to be affixed
hereunto, and the same to be attested by one of its Assistant Secretaries, all
as of the day and year first above written.

     

    
      	
              ATTEST:

            	
              BIOMIMETIC
      THERAPEUTICS, INC.

               

              By___________________________

               Name:

               Title:

            
	 
      	 
      
	
              __________________

              [Corporate
      Seal]

            	 
      
	 
      	 
      
	
              ATTEST:

            	
              THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

                AS
      TRUSTEE

               

              By___________________________

               Name:

               Title:

            
	 
      	 
      
	
              __________________

              [Corporate
      Seal]

            	 
      


    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    STATE OF
[_________])

     

    :  ss.:

     

    COUNTY OF
[●])

     

    On the
___ day of [__________, _____] before me personally came _______________, to me
known, who, being by me duly sworn, did depose and say that (s)he resides at
_______________[, [__________, _____]], that (s)he is __________ of BioMimetic
Therapeutics, Inc., one of the parties described in and which executed the above
instrument; that (s)he knows the corporate seal of said corporation; that the
seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the board of directors of said corporation, and that he
signed (his) name thereto by like authority.

     

    


     

    _____________________

    Notary
Public

     

    


    


    [DATE]

    [NOTARIAL
SEAL]

    
 

    STATE OF
NEW YORK)

     

    :  ss.:

     

    COUNTY OF
NEW YORK)

     

    On the
___ day of [___________, ____] before me personally came _______________, to me
known, who, being by me duly sworn, did depose and say that (s)he resides at
_______________,  that (s)he is __________ of [___________________] as
Trustee, one of the parties described in and which executed the above
instrument; that (s)he knows the corporate seal of said corporation; that the
seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the board of directors of said corporation, and that he
signed (his) name thereto by like authority.

     

    


     

    _____________________

    Notary
Public

     

    [NOTARIAL
SEAL]

    


    


    Expires:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    [FORMS OF
CERTIFICATION]

     

    EXHIBIT
A.1

    [FORM OF
CERTIFICATE TO BE GIVEN BY

    PERSON
ENTITLED TO RECEIVE (1) BEARER SECURITY,

    SECURITY
INITIALLY REPRESENTED BY A TEMPORARY GLOBAL

    SECURITY
OR (3) INTEREST ON A TEMPORARY GLOBAL SECURITY]

     

    CERTIFICATE

     

    [Insert
title or sufficient description of Securities]

     

    This is
to certify that the above-captioned Securities are being acquired by or on
behalf of, (or for offer to resell or for resale to), and if this certificate is
being delivered in connection with a payment of interest, were beneficially
owned by or on behalf of, (a) a person (other than a financial institution
for purposes of resale during the restricted period) who is not a United States
person; or (b) a United States person (other than a financial institution
for purposes of resale during the restricted period) who is (i) a foreign
branch of a United States financial institution or (ii) a United States
person acquiring such Securities through the foreign branch of a United States
financial institution and who for purposes of this certification holds such
Securities through such financial institution on the date hereof, and, in the
case of either (i) or (ii), such United States financial institution has agreed,
for the benefit of the Company, to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
from time to time amended, and the regulations thereunder; or (c) a
financial institution for purposes of resale during the restricted period and
such financial institution has not acquired such Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.  If the undersigned is a
clearing organization, the undersigned has obtained a similar certificate from
its member organizations on which this certificate is based; provided, however,
that if the undersigned has actual knowledge that the information contained in
such a certificate is false (and, absent documentary evidence that the
beneficial owner of such Security is not a United States person, it will be
deemed to have actual knowledge that such certificate is false if it has a
United States address for such beneficial owner, other than a financial
institution described above), the undersigned will not deliver a Security in
temporary or definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the
undersigned.

     

    As used
herein, “United States person” means 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 and an estate or trust the income of which is subject
to United States federal income taxation regardless of its source, “United
States” means the United States of America (including the States and the
District of Columbia), “possessions” of the United States include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands, “restricted period” means the period described in
Section 1.163-5(c)(2)(i)(D)(7) of the Treasury Regulations and “financial
institution” means the persons described in Section 1.165-12(c)(1)(v) of
the Treasury Regulations.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    We
undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned
Securities or on the interest payment date with respect to the above-captioned
Securities, as the case may be, as to all of such Securities.

     

    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:
_________________, 20__

     

    [To be
dated on or after

    ___________________,
20__ (the

    date
determined as provided in the

    Indenture)]

     

     

    
      
        	 	
                [Name
      of Person Entitled to Receive

                Bearer
      Security or Interest]

              	 
	 	 	 
	 	 	 
	 	(Authorized
      Signatory)	 
	 	 	 
	 	 	 	 
	
                 

              	
                Name:     

              	 	 
	 	 	 	 
	 	Title:    	 	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A.2

     

    [FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR

    AND
CLEARSTREAM, LUXEMBOURG IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A
TEMPORARY GLOBAL SECURITY]

     

    CERTIFICATE

     

    [Insert
title or sufficient description

    of the
Securities to be delivered]

     

    This is
to certify that, based on certificates we have received from each of the persons
appearing in our records as persons entitled to a portion of ________________
principal amount of the above-captioned Securities (our “Qualified Account
Holders”) substantially in the form set out in Exhibit A.1 to the Indenture
relating to the above-captioned Securities, such principal amount of the
Securities (a) is owned by a person (other than a financial institution for
purposes of resale during the restricted period) who is not a United States
person; (b) is owned by a United States person (other than a financial
institution for purposes of resale during the restricted period) who is
(i) a foreign branch of a United States financial institution or
(ii) a United States person who acquired such Securities through the
foreign branch of a United States financial institution and who for purposes of
this certification holds such Securities through such financial institution on
the date hereof and, in either case, such United States financial institution
has agreed, for the benefit of the Company, to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
from time to time amended, and the regulations thereunder; or (c) is owned
by a financial institution for purposes of resale during the restricted period
and such financial institution has certified that it has not acquired such
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

     

    To the
extent that we have knowledge that any of such certificates from a Qualified
Account Holder is false and to the extent that we have not received with respect
to any Securities such certificates from Qualified Account Holders, we are not
submitting for exchange any portion of the temporary global Security
attributable thereto.

     

    We
further certify that as of the date hereof we have not received any notification
from any of our Qualified Account Holders to the effect that the statements made
by such Qualified Account Holders with respect to any portion of the part
submitted herewith for exchange are no longer true and cannot be relied upon as
of the date hereof.

     

    As used
herein, “United States person” means 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 and an estate or trust the income of which is subject
to United States federal income taxation regardless of its source, “United
States” means the United States of America (including the States and the
District of Columbia), “possessions” of the United States include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands, “restricted period” means the period described in
Section 1.163-5(c)(2)(i)(D)(7) of the Treasury Regulations and “financial
institution” means the persons described in Section 1.165-12(c)(l)(v) of
the Treasury Regulations.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    We
understand that this certificate 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.

     

    


     

    Dated:
_________________, 20__

    [To be
dated no earlier than the

    Exchange
Date]

     

     

    
      	
            	
              [Euroclear
      Bank]

              
                [Clearstream
      Banking, société anonyme]

              

            	 
	 	 	 
	 	 	 
	
               

            	
              By:      

            	 	 
	 	 	 	 


    

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A.3

     

    [FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR

    AND
CLEARSTREAM, LUXEMBOURG TO OBTAIN INTEREST]

     

    CERTIFICATE

     

    [Insert
title or sufficient description of the Securities]

     

    This is
to certify that interest payable on the interest payment date[s] on [insert
date(s)] will be paid with respect to ______________ principal amount of the
above-captioned Securities with respect to which we have received from the
persons appearing in our records as being entitled to interest payable on such
date (our “Qualified Account Holders”) certificates substantially in the form
set out in Exhibit A.1 to the Indenture relating to the above-captioned
Securities that such Securities (a) are owned by a person (other than a
financial institution for purposes of resale during the restricted period) who
is not a United States person; (b) are owned by a United States person
(other than a financial institution for purposes of resale during the restricted
period) who is (i) a foreign branch of a United States financial
institution or (ii) a United States person who acquired such Securities
through the foreign branch of a United States financial institution and who for
purposes of this certification holds such Securities through such financial
institution on the date hereof and, in either case, such United States financial
institution has agreed, for the benefit of the Company, to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as from time to time amended, and the regulations thereunder; or
(c) are owned by a financial institution for purposes of resale during the
restricted period and such financial institution has certified that it has not
acquired such Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.

     

    To the
extent that we have knowledge that any of such certificates from a Qualified
Account Holder is false and to the extent that we have not received with respect
to any Securities such certificates from Qualified Account Holders, we are not
requesting that payment be made for interest with respect thereto.

     

    We
further certify that as of the date hereof we have not received any notification
from any of our Qualified Account Holders to the effect that the statements made
by such Qualified Account Holders with respect to any interest payment on any
portion of the principal amount of the Securities referred to above are no
longer true and cannot be relied upon as of the date hereof.

     

    We
undertake that any interest received by us and not paid as provided above shall
be returned to the Trustee for the above-captioned Securities immediately prior
to the expiration of two years after such interest payment date in order to be
repaid by such Trustee to the above issuer at the end of two years after such
interest payment date.

     

    As used
herein, “United States person” means 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 and an estate or trust the income of which is subject
to United States federal income taxation regardless of its source, “United
States” means the United States of America (including the States and the
District of Columbia), “possessions” of the United States include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands, “restricted period” means the period described in
Section 1.163-5(c)(2)(i)(D)(7) of the Treasury Regulations and “financial
institution” means the persons described in Section 1.165-12(c)(l)(v) of
the Treasury Regulations.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    We
understand that this certificate 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.

     

    


     

    Dated:
_________________, 20__

    [To be
dated on or after the most

    recent
relevant interest payment

    date]

     

     

    
      
        	
              	
                [Euroclear
      Bank]

                
                  [Clearstream
      Banking, société anonyme]

                

              	 
	 	 	 
	 	 	 
	
                 

              	
                By:      

              	 	 
	 	 	 	 


      

       

      
        
          
          

        

        
          A-6