EXHIBIT
4.3

    
       

    

    
      
        

      
INDENTURE

    Dated as
of
            ,
20___

    Between

    HEMISPHERX
BIOPHARMA, INC.,

    as
Issuer

    And

    [                    ],

    as
Trustee

    


    Debt
Securities

     

    
      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

     

    
      
        
          
            	 
      	 
      	
                    Page

                  
	
                    ARTICLE
      I DEFINITIONS AND INCORPORATION BY REFERENCE

                  	 
      	
                    1

                  
	
                    SECTION
      1.01. Definitions

                  	 
      	
                    4

                  
	
                    SECTION
      1.02. Other Definitions

                  	 
      	
                    4

                  
	
                    SECTION
      1.03 Incorporation by Reference of Trust Indenture Act

                  	 
      	
                    4

                  
	
                    SECTION
      1.04 Rules of Construction

                  	 
      	
                    4

                  
	 
      	 
      	 
      
	
                    ARTICLE
      II THE SECURITIES

                  	 
      	
                    4

                  
	
                    SECTION
      2.01 Unlimited in Amount, Issuable in Series, Form and
    Dating

                  	 
      	
                    4

                  
	
                    SECTION
      2.02 Execution and Authentication

                  	 
      	
                    7

                  
	
                    SECTION
      2.03 Registrar and Paying Agent

                  	 
      	
                    8

                  
	
                    SECTION
      2.04 Paying Agent to Hold Assets in Trust

                  	 
      	
                    8

                  
	
                    SECTION
      2.05 Holder Lists

                  	 
      	
                    8

                  
	
                    SECTION
      2.06 Registration of Transfer and Exchange

                  	 
      	
                    8

                  
	
                    SECTION
      2.07 Replacement Securities

                  	 
      	
                    9

                  
	
                    SECTION
      2.08 Outstanding Securities

                  	 
      	
                    9

                  
	
                    SECTION
      2.09 Treasury Securities

                  	 
      	
                    9

                  
	
                    SECTION
      2.10 Temporary Securities

                  	 
      	
                    9

                  
	
                    SECTION
      2.11 Cancellation

                  	 
      	
                    10

                  
	
                    SECTION
      2.12 CUSIP Numbers

                  	 
      	
                    10

                  
	
                    SECTION
      2.13 Defaulted Interest

                  	 
      	
                    10

                  
	
                    SECTION
      2.14 Special Record Dates

                  	 
      	
                    10

                  
	 
      	 
      	 
      
	
                    ARTICLE
      III REDEMPTION

                  	 
      	
                    11

                  
	
                    SECTION
      3.01 Notices to Trustee

                  	 
      	
                    11

                  
	
                    SECTION
      3.02 Selection of Securities to Be Redeemed

                  	 
      	
                    11

                  
	
                    SECTION
      3.03 Notice of Redemption

                  	 
      	
                    11

                  
	
                    SECTION
      3.04 Effect of Notice of Redemption

                  	 
      	
                    12

                  
	
                    SECTION
      3.05 Deposit of Redemption Price

                  	 
      	
                    12

                  
	
                    SECTION
      3.06 Securities Redeemed in Part

                  	 
      	
                    12

                  
	 
      	 
      	 
      
	
                    ARTICLE
      IV COVENANTS

                  	 
      	
                    12

                  
	
                    SECTION
      4.01 Payment of Securities

                  	 
      	
                    12

                  
	
                    SECTION
      4.02 Maintenance of Office or Agency

                  	 
      	
                    12

                  
	
                    SECTION
      4.03 SEC Reports

                  	 
      	
                    12

                  
	
                    SECTION
      4.04 Compliance Certificate

                  	 
      	
                    13

                  
	
                    SECTION
      4.05 Taxes

                  	 
      	
                    13

                  
	
                    SECTION
      4.06 Corporate Existence

                  	 
      	
                    13

                  
	 
      	 
      	 
      
	
                    ARTICLE
      V MERGER, ETC.

                  	 
      	
                    13

                  
	
                    SECTION
      5.01 When Company May Merge, etc.

                  	 
      	
                    13

                  
	
                    SECTION
      5.02 Successor Corporation Substituted

                  	 
      	
                    13

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	 
      	
                    Page

                  
	
                    ARTICLE
      VI DEFAULTS AND REMEDIES

                  	 
      	
                    14

                  
	
                    SECTION
      6.01 Events of Default

                  	 
      	
                    14

                  
	
                    SECTION
      6.02 Acceleration

                  	 
      	
                    15

                  
	
                    SECTION
      6.03 Other Remedies

                  	 
      	
                    15

                  
	
                    SECTION
      6.04 Wavier of Past Defaults

                  	 
      	
                    15

                  
	
                    SECTION
      6.05 Control by Majority

                  	 
      	
                    15

                  
	
                    SECTION
      6.06 Limitation on Suits

                  	 
      	
                    15

                  
	
                    SECTION
      6.07 Rights of Holders to Receive Payment

                  	 
      	
                    16

                  
	
                    SECTION
      6.08 Collection Suit by Trustee

                  	 
      	
                    16

                  
	
                    SECTION
      6.09 Trustee May File Proofs of Claim

                  	 
      	
                    16

                  
	
                    SECTION
      6.10 Priorities

                  	 
      	
                    16

                  
	
                    SECTION
      6.11. Undertaking for Costs

                  	 
      	
                    17

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VII TRUSTEE

                  	 
      	
                    17

                  
	
                    SECTION
      7.01. Duties of Trustee

                  	 
      	
                    17

                  
	
                    SECTION
      7.02. Rights of Trustee

                  	 
      	
                    17

                  
	
                    SECTION
      7.03. Individual Rights of Trustee

                  	 
      	
                    18

                  
	
                    SECTION
      7.04. Trustee’s Disclaimer

                  	 
      	
                    18

                  
	
                    SECTION
      7.05. Notice of Defaults

                  	 
      	
                    18

                  
	
                    SECTION
      7.06. Reports by Trustee to Holders

                  	 
      	
                    19

                  
	
                    SECTION
      7.07. Compensation and Indemnity

                  	 
      	
                    19

                  
	
                    SECTION
      7.08. Replacement of Trustee

                  	 
      	
                    19

                  
	
                    SECTION
      7.09. Successor Trustee by Merger, Etc.

                  	 
      	
                    20

                  
	
                    SECTION
      7.10. Eligibility; Disqualification

                  	 
      	
                    20

                  
	
                    SECTION
      7.11. Preferential Collection of Claims Against the
Company

                  	 
      	
                    21

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VIII DISCHARGE OF INDENTURE

                  	 
      	
                    21

                  
	
                    SECTION
      8.01. Satisfaction and Discharge of Indenture

                  	 
      	
                    21

                  
	
                    SECTION
      8.02. Application of Trust Funds; Indemnification

                  	 
      	
                    21

                  
	
                    SECTION
      8.03. Legal Defeasance of Securities of any Series

                  	 
      	
                    22

                  
	
                    SECTION
      8.04. Covenant Defeasance

                  	 
      	
                    23

                  
	
                    SECTION
      8.05. Repayment to Company

                  	 
      	
                    24

                  
	 
      	 
      	 
      
	
                    ARTICLE
      IX AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  	 
      	
                    24

                  
	
                    SECTION
      9.01. Without Consent of Holders

                  	 
      	
                    24

                  
	
                    SECTION
      9.02. With Consent of Holders

                  	 
      	
                    24

                  
	
                    SECTION
      9.03. Compliance with Trust Indenture Act

                  	 
      	
                    25

                  
	
                    SECTION
      9.04. Revocation and Effect of Consents

                  	 
      	
                    25

                  
	
                    SECTION
      9.05. Notation on or Exchange of Securities

                  	 
      	
                    25

                  
	
                    SECTION
      9.06. Trustee to Sign Amendment, etc.

                  	 
      	
                    25

                  
	 
      	 
      	 
      
	
                    ARTICLE
      X MISCELLANEOUS

                  	 
      	
                    25

                  
	
                    SECTION
      10.01. Trust Indenture Act Controls

                  	 
      	
                    25

                  
	
                    SECTION
      10.02. Notices

                  	 
      	
                    26

                  
	
                    SECTION
      10.03. Communication by Holders with Other Holders

                  	 
      	
                    26

                  
	
                    SECTION
      10.04. Certificate and Opinion as to Conditions Precedent

                  	 
      	
                    26

                  
	
                    SECTION
      10.05. Statements Required in Certificate or Opinion

                  	 
      	
                    27

                  
	
                    SECTION
      10.06. Rules by Trustee and Agents

                  	 
      	
                    27

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	 
      	 
      	
                    Page

                  
	
                    SECTION
      10.07. Legal Holidays

                  	 
      	
                    27

                  
	
                    SECTION
      10.08. Duplicate Originals

                  	 
      	
                    27

                  
	
                    SECTION
      10.09. Governing Law

                  	 
      	
                    27

                  
	
                    SECTION
      10.10. No Adverse Interpretation of Other Agreements

                  	 
      	
                    27

                  
	
                    SECTION
      10.11. Successors

                  	 
      	
                    27

                  
	
                    SECTION
      10.12. Severability

                  	 
      	
                    27

                  
	
                    SECTION
      10.13. Counterpart Originals

                  	 
      	
                    28

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE

    


    
      
        	 
      	 
      	
                Indenture

              	 
      
	
                TIA
      Section

              	 
      	
                Section

              	 
      
	
                Section 310
      (a)(1)

              	 
      	 
      	
                7.10

              	 
      
	
                (a)(2)

              	 
      	 
      	
                7.10

              	 
      
	
                (a)(3)

              	 
      	 
      	
                N.A.

              	 
      
	
                (a)(4)

              	 
      	 
      	
                N.A.

              	 
      
	
                (a)(5)

              	 
      	 
      	
                7.10

              	 
      
	
                (b)

              	 
      	 
      	
                7.08;
      7.10

              	 
      
	
                (c)

              	 
      	 
      	
                N.A.

              	 
      
	
                Section 311
      (a)

              	 
      	 
      	
                7.11

              	 
      
	
                (b)

              	 
      	 
      	
                7.11

              	 
      
	
                (c)

              	 
      	 
      	
                N.A.

              	 
      
	
                Section 312(a)

              	 
      	 
      	
                2.05

              	 
      
	
                (b)

              	 
      	 
      	
                10.03

              	 
      
	
                (c)

              	 
      	 
      	
                10.03

              	 
      
	
                Section
      313(a)

              	 
      	 
      	
                7.06

              	 
      
	
                (b)(1)

              	 
      	 
      	
                N.A.

              	 
      
	
                (b)(2)

              	 
      	 
      	
                7.06

              	 
      
	
                (c)

              	 
      	 
      	
                7.06;
      10.02

              	 
      
	
                (d)

              	 
      	 
      	
                7.06

              	 
      
	
                Section 314
      (a)(1), (2), (3)

              	 
      	 
      	
                4.03

              	 
      
	
                (a)(4)

              	 
      	 
      	
                4.04

              	 
      
	
                (b)

              	 
      	 
      	
                N.A.

              	 
      
	
                (c)(1)

              	 
      	 
      	
                10.04

              	 
      
	
                (c)(2)

              	 
      	 
      	
                10.04

              	 
      
	
                (c)(3)

              	 
      	 
      	
                N.A.

              	 
      
	
                (d)

              	 
      	 
      	
                N.A.

              	 
      
	
                (e)

              	 
      	 
      	
                10.05

              	 
      
	
                (f)

              	 
      	 
      	
                N.A.

              	 
      
	
                Section 315
      (a)

              	 
      	 
      	
                7.01

              	
                (b)

              
	
                (b)

              	 
      	 
      	
                7.05;
      10.02

              	 
      
	
                (c)

              	 
      	 
      	
                7.01

              	
                (a)

              
	
                (d)

              	 
      	 
      	
                7.01

              	
                (c)

              
	
                (e)

              	 
      	 
      	
                6.11

              	 
      
	
                Section 316(a)
      (last sentence)

              	 
      	 
      	
                2.09

              	 
      
	
                (a)(1)(A)

              	 
      	 
      	
                6.05

              	 
      
	
                (a)(1)(B)

              	 
      	 
      	
                6.04

              	 
      
	
                (a)(2)

              	 
      	 
      	
                N.A.

              	 
      
	
                (b)

              	 
      	 
      	
                6.07

              	 
      
	
                (c)

              	 
      	 
      	
                9.04

              	 
      
	
                Section 317
      (a)(1)

              	 
      	 
      	
                6.08

              	 
      
	
                (a)(2)

              	 
      	 
      	
                6.09

              	 
      
	
                (b)

              	 
      	 
      	
                2.04

              	 
      
	
                Section 318
      (a)

              	 
      	 
      	
                10.01

              	 
      


      

    

    N.A.
means Not Applicable

    NOTE:
This Cross-Reference Table shall not, for any purpose, be deemed to be a part of
the indenture.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    INDENTURE
dated as of
            ,
20___, between HEMISPHERX BIOPHARMA, INC., a Delaware corporation (the “ Company ”), as
issuer, and [
                    
], a [
                    
] banking corporation, as Trustee (the “ Trustee
”).

    


    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness to be issued in one or more series (the “ Securities ”), as
herein provided, up to such principal amount as may from time to time be
authorized in or pursuant to one or more resolutions of the Board of Directors
or by supplemental indenture.

    


    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of each series of the Securities:

    


    ARTICLE
I

    DEFINITIONS AND
INCORPORATION BY REFERENCE

    


    SECTION
1.01.   Definitions.

    


    “Affiliate” means,
when used with reference to the Company or another person, any person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, the Company or such other person, as the case may be. For the
purposes of this definition, “control” when used with respect to any specified
person means the power to direct or cause the direction of management or
policies of such person, directly or indirectly, whether through the ownership
of voting Securities, by contract or otherwise; and the terms “Controlling” and
“controlled” have meanings correlative of the foregoing.

    


    “Agent” means any
registrar, Paying Agent, authenticating agent or co-registrar.

    


    “Board of Directors”
means, with respect to any person, the Board of Directors of a person or any
duly authorized committee of such Board of Directors.

    


    “Board Resolution”
means, with respect to any person, a copy of a resolution certified by the
secretary or an assistant secretary of such person to have been duly adopted by
the Board of Directors of such person or any duly authorized committee thereof
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.

    


    “Business Day” means a
day that is not a Legal Holiday as defined in Section
10.07.

    


    “Company” means the
party named as such in this Indenture, or any other obligor under this
Indenture, until a successor replaces it pursuant to this Indenture and
thereafter means the successor.

    


    “Consolidated” or
“consolidated”
means, when used with reference to any amount, such amount determined on a
consolidated basis in accordance with GAAP, after the elimination of
intercompany items.

    


    “Consolidated Assets”
means, at a particular date, all amounts which would be included under total
assets on a consolidated balance sheet of the Company and its Subsidiaries as at
such date, determined in accordance with GAAP.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    “Corporate Trust
Office” means the office of the Trustee at which at any particular time
its corporate services business shall be principally administered, which office
at the date of execution of this Indenture is located at [
                    
].

    


    “Default” means any
event which is, or after notice or lapse of time or both would be, an Event of
Default.

    


    “Event of Default” has
the meaning provided in
Section 6.01.

    


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

    


    “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are
applicable from time to time.

    


    “Global Security”
means a Security issued to evidence all or a part of any series of Securities
that is executed by the Company and authenticated and delivered by the Trustee
to a depositary or pursuant to such depositary’s instructions, all in accordance
with this Indenture and pursuant to Section 2.01,
which shall be registered as to principal and interest in the name of such
depositary or its nominee.

    


    “Holder” means the
person in whose name a Security is registered on the registrar’s
books.

    


    “Indebtedness” of a
Person means all obligations which would be treated as liabilities upon a
balance sheet of such Person prepared on a consolidated basis in accordance with
GAAP.

    


    “Indenture” means this
Indenture, as amended, supplemented or modified from time to time, and shall
include the terms of a particular series of Securities established as
contemplated by Section 2.01.

    


    “Lien” means any lien,
security interest, charge or encumbrance of any kind.

    


    “Obligations” means
all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

    


    “Officer” of any
person means the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Treasurer, the Secretary or the Controller of
such person.

    


    “Officers’
Certificate” means a certificate signed by two Officers or by an Officer
and an Assistant Treasurer, Assistant Secretary or Assistant Controller of any
person.

    


    “Opinion of Counsel”
means a written opinion from legal counsel who is reasonably acceptable to the
Trustee. The counsel may be an employee of or counsel to the
Company.

    


    “Original Issue Discount
Security” means any Security which provides that an amount less than its
principal amount is due and payable upon acceleration after an Event of
Default.

    


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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


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

    


    “Redemption Price” has
the meaning provided in
Section 3.03.

    


    “SEC” means the
Securities and Exchange Commission and any government agency succeeding to its
functions.

    


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

    


    “Securities Act” means
the Securities Act of 1933, as amended.

    


    “Series” means a
series of Securities established pursuant to this Indenture.

    


    “Subsidiary” of any
Person means (i) a corporation a majority of whose capital stock with
voting power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by such Person or by such Person and a subsidiary
or subsidiaries of such Person or by a subsidiary or subsidiaries of such Person
or (ii) any other Person (other than a corporation) in which such Person or
such Person and a subsidiary or subsidiaries of such Person or a subsidiary or
subsidiaries of such Persons, at the time, directly or indirectly, own at least
a majority voting interest under ordinary circumstances.

    


    “TIA” means the Trust
Indenture Act of 1939, as in effect on the date of this Indenture;  provided,  however,
that in the event the TIA is amended after such date, “ TIA ” means, to the
extent required by such amendment, the Trust Indenture Act of 1939, as so
amended.

    


    “Trustee” means the
party named as such above until a successor becomes such pursuant to this
Indenture and thereafter means or includes each party who is then a trustee
hereunder, and if at any time there is more than one such party, “ Trustee ” as used
with respect to the Securities of any series means the Trustee with respect to
Securities of that series. If Trustees with respect to different series of
Securities are Trustees under this Indenture, nothing herein shall constitute
the Trustees co-Trustees of the same trust, and each Trustee shall be the
Trustee of a trust separate and apart from any trust administered by any other
Trustee with respect to a different series of Securities.

    


    “Trust Officer” means
any officer in the corporate trust department of the Trustee or any other
officer of the Trustee assigned by the Trustee to administer this
Indenture.

    


     “U.S. Government
Obligations” means (i) direct obligations of the United States of
America for the payment of which the full faith and credit of the United States
of America is pledged or (ii) 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 and which in either case, are
non-callable at the option of the issuer thereof.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    SECTION 1.02. Other
Definitions.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 
      	
                                Defined
      in

                              
	
                                Term

                              	 
      	
                                Section

                              
	
                                “Bankruptcy
      Law”

                              	 
      	 
      	
                                6.01

                              	 
      
	
                                “Custodian”

                              	 
      	 
      	
                                6.01

                              	 
      
	
                                “Legal
      Holiday”

                              	 
      	 
      	
                                10.7

                              	 
      
	
                                “Paying
      Agent”

                              	 
      	 
      	
                                2.03

                              	 
      
	
                                “Registrar”

                              	 
      	 
      	
                                2.03

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

           

    SECTION 1.03.
Incorporation by Reference of Trust Indenture Act.

    


    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.

    


              The
following TIA terms used in this Indenture have the following
meanings:

              “indenture Securities”
means the Securities;

              “indenture Security
holder” means a Holder;

              “indenture to be
qualified” means this Indenture;

              “indenture Trustee” or
“institutional
Trustee” means the Trustee; and

              “obligor” on the
Securities means the Company and any other obligor on the
indenture Securities.

    


    All other
TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule have the meanings assigned
to them by such definitions.

    


    SECTION 1.04. Rules of
Construction.

    Unless
the context otherwise requires: (i) a term has the meaning assigned to it;
(ii) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP; (iii) “or” is not exclusive; (iv) words in the
singular include the plural, and in the plural include the singular;
(v) provisions apply to successive events and transactions; and
(vi) statements relating to the payment of principal and interest shall
include the payment, premium (if any) and interest.

     

    ARTICLE
II

    THE
SECURITIES

    


    SECTION
2.01. Unlimited in
Amount, Issuable in Series, Form and Dating.

    The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series. There shall be established pursuant to a Board Resolution or an
Officers’ Certificate pursuant to authority granted under a Board Resolution or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

    


              (a) The
title, ranking and authorized denominations of such Securities;

    


              (b) The
aggregate principal amount of such Securities and any limit on such aggregate
principal amount;

     

              (c) The
price (expressed as a percentage of the principal amount thereof) at which such
Securities will be issued and, if other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of acceleration
of the maturity thereof;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


              (j) If
other than U.S. dollars, the currency or currencies in which such Securities are
denominated and payable, which may be a foreign currency or units of two or more
foreign currencies or a composite currency or currencies, and the terms and
conditions relating thereto;

    


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

    


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

    


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

    


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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

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

    


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

    


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

    


              (r) The
person to whom any interest on any registered Security of the series shall be
payable, if other than the person in whose name that Security (or one or more
predecessor Securities) is registered at the close of business on the regular
record date for such interest, the manner in which, or the person to whom, any
interest on any bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest
payable on a temporary Global Security on an interest payment date will be paid
if other than in the manner provided in this Indenture;

    


              (s) Whether
such Securities will be issued in certificated or book entry form;

    


              (t) The
applicability, if any, of the legal defeasance and covenant defeasance
provisions of this Indenture to the Securities of the series;

    


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

    


              (v) Whether
the Securities will be listed for trading on an exchange and the identity of
such exchange;

    


              (w) Whether
any underwriters will act as market makers for the Securities;

    


              (x) Any
guarantees of such Securities by the Company’s Subsidiaries or
others;

    


              (y) The
date or dates, if any, after which the Securities may be converted or exchanged
into or for shares of the Company’s common stock or another company’s securities
or properties or cash and the terms for any such conversion or
exchange;


    
      
         


      

      
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              (z) Any
other terms of the series.

    


              The
Securities of any series shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided in a written
order of the Company, in each case with such insertions, omission, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed or of the depository,
or to conform to usage.

    


              The
Trustee’s Certificate of Authentication shall be in substantially the following
form:

    


              “This
is one of the Securities of the series designated in accordance with, and
referred to in the within-mentioned Indenture.

    


     Dated:

     

                     
[                    ],
as Trustee

     

    
      
        
          
            
              
                
                  
                    	
                             By:

                          	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                            Authorized
      Signatory”

                          


                  

                

              

            

          

        

      

    

           

      SECTION 2.02.
Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature.

    


              If
an Officer whose signature is on a Security no longer holds that office at the
time the Security is authenticated, the Security shall be valid
nevertheless.

    


              A
Security shall not be valid until authenticated by the manual signature of the
Trustee. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

    


              The
Trustee shall authenticate Securities for original issue upon a written order of
the Company signed by one Officer of the Company.

    


              The
Trustee may appoint an authenticating agent reasonably acceptable to the Company
to authenticate Securities. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

    


              If
the Company shall establish pursuant to Section 2.01
that the Securities of a series are to be issued in the form of one or more
Global Securities, then the Company shall execute and the Trustee shall
authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series to be issued in the form of
Global Securities and not yet canceled, (ii) shall be registered in the
name of the depositary for such Global Security or Securities or the nominee of
such depositary, (iii) shall be delivered by the Trustee to such depositary
or pursuant to such depositary’s instructions, and (iv) shall bear a legend
substantially to the following effect: “Unless and until it is exchanged in
whole or in part for Securities in definitive registered form, this Security may
not be transferred except as a whole by the depositary to the nominee of the
depositary or by a nominee of the depositary to the depositary or another
nominee of the depositary or by the depositary or any such nominee to a
successor depositary or a nominee of such successor depositary.”

    


         Each
depositary designated pursuant to Section 2.01
must, at the time of its designation and at all times while it services as
depositary, be a clearing agency registered under the Exchange
Act.


    
      
         


      

      
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    SECTION 2.03.
Registrar and Paying Agent. The Company shall maintain
an office or agency where Securities of a particular series may be presented for
registration of transfer or for exchange (the “ Registrar ”) and an
office or agency where Securities may be presented for payment (the “ Paying Agent ”). The
registrar for a particular series of Securities shall keep a register of the
Securities of that series and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional Paying Agents for
each series of Securities. The term “Paying Agent” includes any additional
paying agent and the term “Registrar” includes any additional registrar. The
Company may change any Paying Agent or registrar without prior notice to any
Holder.

    


              The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which shall incorporate the terms of the TIA and
implement the terms of this Indenture which relate to such Agent. The Company
shall give prompt written notice to the Trustee of the name and address of any
Agent who is not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Company or any Affiliate of the Company may act as Paying Agent or
Registrar.

    


              The
Company hereby initially appoints the Trustee as Registrar and Paying Agent for
each series of Securities unless another Registrar or Paying Agent, as the case
may be, is appointed prior to the time the Securities of that series are first
issued.

    


              SECTION 2.04. Paying
Agent to Hold Assets in Trust. The Company shall require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all assets
held by the Paying Agent for the payment of principal of and interest on the
Securities (whether such money has been paid to it by the Company or any other
obligor on the Securities) and shall notify the Trustee of any failure by the
Company (or any other obligor on the Securities) in making any such payment.
While any such failure continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than
the Company or a Subsidiary of the Company) shall have no further liability for
the money so paid over to the Trustee. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying
Agent.

    


              SECTION 2.05. Holder
Lists. The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders,
separately by series, and shall otherwise comply with TIA Section 312(a).
If the Trustee is not the registrar, the Company shall furnish to the Trustee on
or before each interest payment date for the Securities and at such other times
as the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Holders,
separately by series, relating to such interest payment date or request, as the
case may be.

    


              SECTION 2.06.
Registration of Transfer and Exchange. When Securities of a series are
presented to the registrar or a co-registrar with a request to register their
transfer or to exchange them for an equal principal amount of Securities of
other denominations, the registrar or co-registrar shall register the transfer
or make the exchange if its requirements for such transaction are met. To permit
registrations of transfer and exchanges, the Company shall issue and the Trustee
shall authenticate Securities at the registrar’s or co-registrar’s request. No
service charge shall be made for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with registration,
transfer or exchange of Securities other than exchanges pursuant to
Section 2.10,  3.06  or  9.05  not
involving any transfer.

    


              The
registrar or co-registrar shall not be required to register the transfer or
exchange of (i) any Security of a particular series selected for redemption
in whole or in part, except the unredeemed portion of any Security of that
series being redeemed in part, or (ii) any Security of a particular series
during a period beginning at the opening of business 15 days before the day
of any selection of Securities of that series for redemption under  Section 3.02  and
ending at the close of business on the date of selection.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


            Any
Holder of a beneficial interest in a Global Security shall, by acceptance of
such beneficial interest, agree that transfers of beneficial interest in such
Global Security may be effected only through a book entry system maintained by
the holder of such Global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book
entry system.

    


              SECTION 2.07.
Replacement Securities. If a mutilated Security is
surrendered to the Trustee or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security of the same series if
the requirements of the Trustee and the Company are met; provided  that,
if any such Security has been called for redemption in accordance with the terms
thereof, the Trustee may pay the Redemption Price thereof on the Redemption Date
without authenticating or replacing such Security. The Trustee or the Company
may, in either case, require the Holder to provide an indemnity bond sufficient
in the judgment of each of the Trustee and the Company to protect the Company,
the Trustee or any Agent from any loss which any of them may suffer if a
Security is replaced or if the Redemption Price therefor is paid pursuant to
this Section. The Company may charge the Holder who has lost a Security for its
expenses in replacing a Security.

    


              Every
replacement Security is an obligation of the Company and shall be entitled to
the benefits of this Indenture equally and proportionately with any and all
other Securities of the same series.

    


              SECTION 2.08.
Outstanding Securities. The Securities of any series
outstanding at any time are all the Securities of that series authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section as not
outstanding.

    


              If
a Security is replaced pursuant to Section 2.07,
it ceases to be outstanding and interest ceases to accrue unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser.

    


              If
all principal of and interest on any of the Securities are considered paid
under
Section 4.01, such Securities shall cease to be outstanding and
interest on them shall cease to accrue.

    


              Except
as provided in
Section 2.09, a Security does not cease to be outstanding because
the Company or an Affiliate of the Company holds such Security.

    


              For
each series of Original Issue Discount Securities, the principal amount of such
Securities that shall be deemed to be outstanding and used to determine whether
the necessary Holders have given any request, demand, authorization, direction,
notice, consent or waiver, shall be the principal amount of such Securities that
could be declared to be due and payable upon acceleration upon an Event of
Default as of the date of such determination. When requested by the Trustee, the
Company will advise the Trustee of such amount, showing its computations in
reasonable detail.

    


              SECTION 2.09. Treasury
Securities. In
determining whether the Holders of the required principal amount of Securities
of any series have concurred in any direction, waiver or consent, Securities
owned by the Company or an Affiliate of the Company shall be considered as
though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which such Trustee actually knows are so owned shall
be so disregarded.

    


              SECTION 2.10.
Temporary Securities. Until definitive Securities
are ready for delivery, the Company may prepare and execute and the Trustee
shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. Holders of temporary Securities
shall be entitled to all of the benefits of this Indenture.


    
      
         


      

      
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              SECTION 2.11.
Cancellation. The
Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, payment or
repurchase. The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, repurchase, redemption, replacement or
cancellation and shall destroy such Securities (subject to the record retention
requirements of the Exchange Act). Certification of the destruction of all
cancelled Securities shall be promptly delivered to the Company. The Company may
not issue new Securities to replace Securities that it has paid or that have
been delivered to the Trustee for cancellation.

    


              SECTION 2.12. CUSIP
Numbers. The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and the Trustee shall use CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; provided  that
any such notice shall state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any such
notice and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Company shall promptly notify the
Trustee of any change in the CUSIP numbers.

    


              SECTION 2.13.
Defaulted Interest. If the Company fails to make
a payment of interest on any series of Securities, it shall pay such defaulted
interest plus (to the extent lawful) any interest payable on the defaulted
interest, in any lawful manner. It may elect to pay such defaulted interest,
plus any such interest payable on it, to the Persons who are Holders of such
Securities on which the interest is due on a subsequent special record date. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each such Security. The Company shall fix any such record
date and payment date for such payment. At least 15 days before any such
record date, the Company shall mail to Holders affected thereby a notice that
states the record date, payment date, and amount of such interest to be
paid.

    


              SECTION 2.14. Special
Record Dates. The
Company may, but shall not be obligated to, set a record date for the purpose of
determining the identity of Holders entitled to consent to any supplement,
amendment or waiver permitted by this Indenture. If a record date is fixed, the
Holders of Securities of that series outstanding on such record date, and no
other Holders, shall be entitled to consent to such supplement, amendment or
waiver or revoke any consent previously given, whether or not such Holders
remain Holders after such record date. No consent shall be valid or effective
for more than 90 days after such record date unless consents from Holders
of the principal amount of Securities of that series required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.



    
      
         


      

      
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    ARTICLE
III

     REDEMPTION

    


              SECTION 3.01. Notices
to Trustee. If
the Company elects to redeem Securities of any series pursuant to any optional
redemption provisions thereof, it shall notify the Trustee of the intended
Redemption Date and the principal amount of Securities of that series to be
redeemed.

    


              The
Company shall give each notice provided for in this Section and an Officers’
Certificate at least 45 days before the Redemption Date (unless a shorter
period shall be satisfactory to the Trustee).

    


              SECTION 3.02.
Selection of Securities to Be Redeemed. If fewer than all the
Securities of any series are to be redeemed, the Trustee shall select the
Securities of that series to be redeemed from the outstanding Securities of that
series to be redeemed by a method that complies with the requirements of any
exchange on which the Securities of that series are listed, or, if the
Securities of that series are not listed on an exchange, on a pro rata basis or
by lot, which in any case shall be in accordance with a method the Trustee
considers fair and appropriate.

    


              Except
as otherwise provided as to any particular series of Securities, Securities and
portions thereof that the Trustee selects shall be in amounts equal to the
minimum authorized denomination for Securities of the series to be redeemed or
any integral multiple thereof. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly in writing of the
Securities or portions of Securities to be called for redemption.

    


              SECTION 3.03. Notice
of Redemption. At
least 30 days but not more than 60 days before the Redemption Date,
the Company shall mail a notice of redemption by first-class mail to each Holder
whose Securities are to be redeemed at the address of such Holder appearing in
the register.

    


              The
notice shall identify the Securities of the series to be redeemed and shall
state:

    


    
           (1)
the
Redemption Date;

    

    


         (2)
the redemption price fixed in accordance with the terms of the Securities of the
series to be redeemed, plus accrued interest, if any, to the date fixed for
redemption (the “
Redemption Price ”);

    


         (3) if
any Security is being redeemed in part, the portion of the principal amount of
such Security to be redeemed and that, after the Redemption Date, upon surrender
of such Security, a new Security or Securities in principal amount equal to the
unredeemed portion
will be issued;

    


         (4)
the name and address of the Paying Agent;

    


         (5)
that Securities called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price;

    


         (6)
that, unless the Company defaults in payment of the Redemption Price, interest
on Securities called for redemption ceases to accrue on and after the Redemption
Date; and

    


         (7)
the CUSIP number, if any, of the Securities to be redeemed.

    


              At
the Company’s written request, the Trustee shall give the notice of redemption
in the Company’s name and at its expense. The notice mailed in the manner herein
provided 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 by
mail or any defect in the notice to the Holder of any Security shall not affect
the validity of the proceeding for the redemption of any other
Security.


    
      
         


      

      
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              SECTION 3.04. Effect
of Notice of Redemption. Once notice of redemption is
mailed, Securities called for redemption become due and payable on the
Redemption Date at the Redemption Price. Upon surrender to the Paying Agent,
such Securities shall be paid at the Redemption Price.

    


              SECTION 3.05. Deposit
of Redemption Price. On or before the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent (or if
the Company or any Subsidiary of the Company is acting as its own Paying Agent,
the Company or such Subsidiary shall segregate and hold in trust) money
sufficient to pay the Redemption Price on all Securities to be redeemed on that
date other than Securities or portions thereof called for redemption on that
date which have been delivered by the Company to the Trustee for cancellation.
The Paying Agent shall promptly return to the Company any money not required for
that purpose.

    


              SECTION 3.06.
Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder at the expense of the Company, a new Security of the
same series equal in principal amount to the unredeemed portion of the Security
surrendered.

     

    ARTICLE
IV

    COVENANTS

    


              SECTION 4.01. Payment
of Securities.
The Company shall pay or cause to be paid the principal of and interest on the
Securities on the dates and in the manner provided in this Indenture and the
Securities. Principal and interest shall be considered paid on the date due if
the Paying Agent, if other than the Company or an Affiliate, holds as of
11:00 a.m. New York time on that date immediately available funds
designated for and sufficient to pay all principal and interest then due. To the
extent lawful, the Company shall pay interest on overdue principal and overdue
installments of interest at the rate per annum borne by the applicable series of
Securities.

    


              SECTION 4.02.
Maintenance of Office or Agency. The Company shall maintain
in the Borough of Manhattan, the City of New York, or in [
                    
], an office or agency (which may be an office of the Trustee or an affiliate of
the Trustee or registrar) where Securities may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.

    


              The
Company may also from time to time designate one or more other offices or
agencies where the Securities 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 the Borough of Manhattan,
the City of New York, or [
                    
], for such purposes. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

    


              The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.03.

    


              SECTION 4.03. SEC
Reports. The
Company shall deliver to the Trustee within 15 days after it files them
with the SEC 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 SEC may
by rules and regulations prescribe) which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act; provided,
however, the Company shall not be required to deliver to the Trustee any
materials for which the Company has sought and received confidential treatment
by the SEC. The Company also shall comply with the other provisions of TIA
Section 314 (a).


    
      
         


      

      
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              SECTION 4.04.
Compliance Certificate. The Company shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the
Company, an Officers’ Certificate stating that in the course of the performance
by the signers of their duties as officers of the Company, they would normally
have knowledge of any failure by the Company to comply with all conditions, or
default by the Company with respect to any covenants, under this Indenture, and
further stating whether or not they have knowledge of any such failure or
default and, if so, specifying each such failure or default and the nature
thereof. For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided for in
this Indenture. The certificate need not comply with  Section 10.04.

    


              SECTION 4.05.
Taxes. The
Company shall pay prior to delinquency, all material taxes, assessments, and
governmental levies except as contested in good faith by appropriate
proceedings.

    


              SECTION 4.06.
Corporate Existence. Subject to Article V
hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence and
(ii) the material rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries taken as a whole;  provided,  however,
that the Company shall not be required to preserve any such right, license or
franchise if the Board of Directors or management of the Company shall determine
that the preservation thereof is no longer in the best interests of the Company,
and that the loss thereof is not adverse in any material respect to the
Holders.

    


    ARTICLE
V

    MERGER,
ETC.

    


              SECTION 5.01. When
Company May Merge, etc. (a) The Company shall
not consolidate or merge with or into, or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its assets to, any Person
unless: (i) the Person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, assignment, transfer,
lease, conveyance or disposition has been made, is a corporation organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia; (ii) the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or disposition has been made, assumes by
supplemental indenture satisfactory in form to the Trustee all the obligations
of the Company under the Securities and this Indenture; and
(iii) immediately after such transaction, and giving effect thereto, no
Default or Event of Default shall have occurred and be continuing.
Notwithstanding the foregoing, the Company may merge with another Person or
acquire by purchase or otherwise all or any part of the property or assets of
any other corporation or Person in a transaction in which the surviving entity
is the Company.

    


              (b) In
connection with any consolidation, merger, sale, assignment, transfer or lease
contemplated by this Section 5.01, the Company shall deliver, or cause to
be delivered, to the Trustee, in form and substance reasonably satisfactory to
the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, assignment, transfer or lease and the
supplemental indenture in respect thereof comply with  Article V  and
the TIA and that all conditions precedent herein provided for relating to such
transaction have been complied with.

    


              SECTION 5.02.
Successor Corporation Substituted. Upon any consolidation or
merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all the assets of the Company in accordance
with  Section 5.01,
the successor corporation formed by such consolidation or into which the Company
is merged or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein. In the event of any such sale or conveyance, but not any such lease, the
Company or any successor corporation which thereafter shall have become such in
the manner described in this Article V shall
be discharged from all obligations and covenants under this Indenture and the
Securities and may be dissolved, wound up or liquidated.


    
      
         


      

      
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    ARTICLE
VI

    DEFAULTS
AND REMEDIES

    


              SECTION 6.01. Events
of Default. An
“Event of Default” occurs with respect to Securities of any particular series,
unless in the establishing Board Resolutions, Officers’ Certificate or
supplemental indenture hereto, it is provided that such series shall not have
the benefit of any such Event of Default, when any of the following
occurs:

    


         (i)
the Company defaults in the payment of interest on any Security of that series
when it becomes due and payable and such default continues for a period of
30 days;

    


         (ii)
the Company defaults in the payment of the principal of any Security of that
series when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise;

    


         (iii)
the Company fails to comply with any of its other agreements or covenants in, or
provisions of, the Securities of that series or this Indenture and the Default
continues for the period and after the notice specified below;

    


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

    


         (v) a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that: (A) is for relief against the Company in an involuntary case or
proceeding, (B) appoints a Custodian for the Company or for all or
substantially all of the Company’s property, or (C) orders the liquidation
of the Company;

    


    and in
case of (v) the order or decree remains unstayed and in effect for
60 days.

    


              The
term “Bankruptcy
Law” means Title 11 of the U.S. Code or any similar Federal or state law
for the relief of debtors. The term “Custodian ” means any
receiver, Trustee, assignee, liquidator, sequestrator or similar official under
any Bankruptcy Law.

    


              A
Default under clause (iii) of this Section 6.01 is not an Event of
Default with respect to a particular series of Securities until the Trustee
notifies the Company in writing, or the Holders of at least 25% in principal
amount of the outstanding Securities of that series notify the Company and the
Trustee, in writing, of the Default, and the Company does not cure the Default
within 30 days after receipt of the notice. The notice must specify the Default,
demand that it be remedied and state that the notice is a “Notice of
Default”.

    


              SECTION 6.02.
Acceleration. If
an Event of Default (other than an Event of Default specified in clause
(iv) or (v) of Section 6.01) occurs and is continuing, the
Trustee or the Holders of at least 25% of the principal amount of the
outstanding Securities of that series, by written notice to the Company may
declare due and payable 100% of the principal amount (or, in the case of
Original Issue Discount Securities, such lesser amount as may be provided for in
such Securities) of the Securities of that series plus any accrued interest to
the date of payment. Upon a declaration of acceleration, such principal (or such
lesser amount) and accrued interest to the date of payment shall be due and
payable. If an Event of Default specified in clause (iv) or (v) of
Section 6.01 occurs, all unpaid principal and accrued interest on the
Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any
Holder.


    
      
         


      

      
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              The
Holders of a majority of the outstanding principal amount of the Securities of
that series by written notice to the Trustee may rescind an acceleration and its
consequences if (i) all existing Events of Default other than the
nonpayment of principal (or such lesser amount) of or interest on the Securities
of that series which have become due solely because of the acceleration, have
been cured or waived and (ii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.

    


              SECTION 6.03. Other
Remedies. If an
Event of Default occurs and is continuing with respect to any series of
Securities, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or interest on the Securities
of that series or to enforce the performance of any provision of the Securities
of that series or this Indenture.

    


              The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon the Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All remedies are cumulative to the extent permitted by
law.

    


              SECTION 6.04. Waiver
of Past Defaults.
Subject to
Sections 6.07 and 9.02, the Holders of
at least a majority in principal amount of the outstanding Securities of any
series by notice to the Trustee may waive an existing Default or Event of
Default and its consequences with respect to that series, except a Default in
the nonpayment of the principal of or interest on any Security of that series
(
provided,  however,
that the Holders of a majority in principal amount of the then outstanding
Securities of any series may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
When a Default or Event of Default is waived, it is cured and
ceases.

    


              SECTION 6.05. Control
by Majority. The
Holders of at least a majority in principal amount of the outstanding Securities
of any series may 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 it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of other Holders or that may involve the Trustee in
personal liability. The Trustee may take any other action which it deems proper
which is not inconsistent with any such direction.

    


              SECTION 6.06.
Limitation on Suits. A Holder of Securities of
any series may not pursue a remedy with respect to this Indenture or the
Securities of that series unless: (i) the Holder gives to the Trustee
written notice of a continuing Event of Default with respect to such series;
(ii) the Holders of at least 25% in principal amount of the outstanding
Securities of that series make a written request to the Trustee to pursue the
remedy; (iii) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability, cost or expense;
(iv) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity; and (v) during such
60-day period the Holders of at least a majority in principal amount of the
outstanding Securities of that series do not give the Trustee a direction
inconsistent with the request.

    


              A
Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.


    
      
         


      

      
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       SECTION 6.07. Rights
of Holders To Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder of a Security to receive
payment of principal of or interest, if any, on the Security on or after the
respective due dates expressed or provided for in the Security, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of the Holder.

    


              SECTION 6.08.
Collection Suit by Trustee. If an Event of Default
specified in
Section 6.01(i) or (ii) occurs and is
continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as Trustee of an express trust against the Company
for the whole amount of principal (or such portion of the principal as may be
specified as due upon acceleration at that time in the terms of that series of
Securities) and accrued interest, if any, remaining unpaid on the outstanding
Securities of that series, together with (to the extent lawful) interest on
overdue principal and interest, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee
under Section 7.07.

    


              SECTION 6.09. Trustee
May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Holders allowed in any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its creditors or its property and shall be entitled and empowered
to participate as a member, voting or otherwise, of any official committee of
creditors appointed in such matter and to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same, and any custodian in any such judicial proceedings is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due 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 7.07.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

    


            

    SECTION 6.10.
Priorities. If
the Trustee collects any money pursuant to this Article VI, it
shall pay out the money in the following order:

    


         FIRST:
to the Trustee, its agents and attorneys for amounts due under Section 7.07,
including payment of all compensation, expense and liabilities incurred, and all
advances made by the Trustee and the costs and expenses of
collection;

    


         SECOND:
to Holders of any particular series of Securities for amounts due and unpaid on
the Securities of such series for principal and interest, if any, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Securities of such series for principal and interest,
respectively; and

    


         THIRD:
to the Company or any other obligors on the Securities of that series, as their
interests may appear, or as a court of competent jurisdiction may
direct.

    


              The
Trustee, upon prior written notice to the Company, may fix a record date and
payment date for any payment to Holders pursuant to this Section 6.10. The
Trustee shall notify the Company in writing reasonably in advance of any such
record date and payment date.


    
      
         


      

      
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              SECTION 6.11.
Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11  does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07  or
a suit by Holders of more than 10% in principal amount of the outstanding
Securities of that series.

    


    ARTICLE
VII

    TRUSTEE

    


              SECTION 7.01. Duties of
Trustee.
(a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s
own affairs.

    


              (b) Except
during the continuance of an Event of Default: (1) the Trustee need perform
only those duties that are specifically set forth in this Indenture or the TIA,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee and (2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, 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 examine the certificates and opinions to determine whether or not, on
their face, they conform to the requirements of this Indenture.

    


              (c) The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct except that:
(1) this paragraph does not limit the effect of paragraph (b) of
this  Section 7.01,
(2) the Trustee shall not be liable for any error of judgment made in good
faith by a Trust Officer or other officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts and (3) the Trustee shall
not be liable with respect to any action it takes or omits to take in good faith
in accordance with a direction received by it pursuant to Section 6.05.

    


              (d) Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), (c) and
(e) of this Section
7.01.

    


              (e) No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability. The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity satisfactory to it
against any loss, liability, cost or expense (including, without limitation,
reasonable fees of counsel).

    


              (f) The
Trustee shall not be obligated to pay interest on any money or other assets
received by it unless otherwise agreed in writing with the Company. Assets held
in trust by the Trustee need not be segregated from other funds except to the
extent required by law.

    


              SECTION 7.02. Rights
of Trustee.
Subject to
Section 7.01:

    


         (a) The
Trustee may conclusively rely on any document (whether in its original or
facsimile form) reasonably believed by it to be genuine and to have been signed
or presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document. The Trustee shall receive and retain financial
reports and statements of the Company as provided herein, but shall have no duty
to review or analyze such reports or statements to determine compliance under
covenants or other obligations of the Company.

    


              (b) Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on an Officers’
Certificate or Opinion of Counsel.


    
      
         


      

      
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              (c) The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due
care.

    


              (d) The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers, unless
the Trustee’s conduct constitutes willful misconduct or negligence.

    


              (e) The
Trustee may consult with counsel of its selection, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such
counsel.

    


              (f) The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Trust Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the
Trustee at the Corporate Trust Office of the Trustee and such notice references
the Securities and this Indenture.

    


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

    


              (h) 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 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 may be incurred therein or thereby.

    


              (i) 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 request, and in the absence of bad faith or willful misconduct
on its part, rely upon an Officers’ Certificate and an Opinion of
Counsel.

    


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

    


              SECTION 7.03.
Individual Rights of Trustee.

              The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or an Affiliate of the
Company with the same rights it would have if it were not Trustee. Any Agent may
do the same with like rights. However, the Trustee is subject to Sections 7.10  and 7.11.

    


              SECTION 7.04.
Trustee’s Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds
from the Securities and it shall not be responsible for any statement in the
Securities other than its certificate of authentication.

    


    


              SECTION 7.05. Notice
of Defaults. If a
Default or Event of Default with respect to the Securities of any series occurs
and is continuing, and if it is known to the Trustee, the Trustee shall mail to
Holders a notice of the Default or Event of Default within 90 days after
the occurrence thereof. Except in the case of a Default or Event of Default in
payment of any such Security, the Trustee may withhold the notice if and so long
as it in good faith determines that withholding the notice is in the interests
of the Holders.


    
      
         


      

      
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              SECTION 7.06. Reports
by Trustee to Holders. The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this
Indenture as may be required by TIA Section 3.13 at the times and in the
manner provided by the TIA, which shall initially be not less than every twelve
months commencing on and may be dated as of a date up to 75 days prior to
such transmission.

              A
copy of each report at the time of its mailing to Holders shall be filed with
the SEC, if required, and each stock exchange, if any, on which the Securities
are listed. The Company shall promptly notify the Trustee when the Securities of
any series are listed on any stock exchange.

    


              SECTION 7.07.
Compensation and Indemnity. The Company shall be liable
for paying to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder as the Company and the
Trustee shall from time to time agree in writing. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall be liable for reimbursing the Trustee upon request for
all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, costs of preparing and reviewing reports, certificates and other
documents, costs of preparation and mailing of notices to Securityholders and
reasonable costs of counsel retained by the Trustee in connection with the
delivery of an Opinion of Counsel or otherwise, in addition to the compensation
for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel,
accountants and experts. The Company shall indemnify the Trustee against any and
all loss, liability, damages, claims or expense (including reasonable attorneys’
fees and expenses) incurred by it without negligence, bad faith or willful
misconduct on its part in connection with the administration of this trust and
the performance of its duties hereunder, including the costs and expense of
enforcing this Indenture (including this  Section 7.07 ) and of
defending itself against any claims (whether asserted by any Securityholder, the
Company or otherwise). Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim, and the Trustee shall provide reasonable cooperation at the Company’s
expense in the defense. The Trustee may have separate counsel and the Company
shall pay the fees and expenses of such counsel,  provided  that
the Company shall not be required to pay such fees and expenses if it assumes
the Trustee’s defense, and, in the reasonable judgment of outside counsel to the
Trustee, there is no conflict of interest between the Company and the Trustee in
connection with such defense. Notwithstanding the foregoing, the Company need
not reimburse any expense or indemnify against any loss, liability or expense
which is finally determined by a court of competent jurisdiction to have been
incurred by the Trustee through the Trustee’s own willful misconduct, negligence
or bad faith.

    


              To
secure the Company’s payment obligations in this Section, the Trustee shall have
a lien prior to the Securities on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and
interest on particular Securities. Such lien shall survive the satisfaction and
discharge of this Indenture. The Trustee’s right to receive payment of any
amounts due under this Section 7.07
shall not be subordinate to any other liability or Indebtedness of the
Company.

    


              The
Company’s payment obligations pursuant to this Section shall survive the
discharge of this Indenture. When the Trustee incurs expenses after the
occurrence of an Event of Default specified in clause (iv) or clause
(v) of Section 6.01
with respect to the Company, the expenses are intended to constitute expenses of
administration under any Bankruptcy Law.

    


              SECTION 7.08.
Replacement of Trustee. A resignation or removal of
the Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.


    
      
         


      

      
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              The
Trustee may resign and be discharged from the trust hereby created with respect
to one or more or all series of Securities by so notifying the Company in
writing. The Holders of a majority in principal amount of the then outstanding
Securities of any series may remove the Trustee with respect to that series by
so notifying the Trustee and the Company in writing. The Company may remove the
Trustee with respect to one or more or all series of Securities if: (i) the
Trustee fails to comply with  Section 7.10  or
TIA Section 310; (ii) the Trustee is adjudged a bankrupt or an
insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law; (iii) a Custodian or public officer takes charge of the
Trustee or its property; or (iv) the Trustee becomes incapable of
acting.

    


              If,
as to any series of Securities, the Trustee resigns or is removed or if a
vacancy exists in the office of the Trustee for any reason, the Company shall
promptly appoint a successor Trustee for that series of Securities. The Trustee
shall be entitled to payment of its fees and reimbursement of its expenses while
acting as Trustee. Within one year after the successor Trustee takes office, the
Holders of at least a majority in principal amount of then outstanding
Securities of that series may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

    


              Any
Holder of Securities of that series may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee if the Trustee fails to comply with Section 7.10.

    


              A
successor Trustee as to any series of Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The Company shall mail a notice of
the successor Trustee’s succession to the Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in  Section 7.07.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company’s obligations under  Section 7.07  hereof
shall continue for the benefit of the retiring Trustee with respect to expenses,
losses and liabilities incurred by it prior to such replacement.

    


              In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) shall
contain such provisions as shall be necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
or desirable to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; provided, however, that nothing
herein or in such supplemental indenture shall constitute such Trustees to be
co-Trustees of the same trust and that each such Trustee shall be Trustee of a
trust hereunder separate and apart from any trust hereunder administered by any
other such Trustee.

    


              Upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates.

    


              SECTION 7.09.
Successor Trustee by Merger, Etc. Subject to
Section 7.10, if the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor entity without any
further act shall be the successor Trustee as to that series of
Securities.

    


              SECTION 7.10.
Eligibility; Disqualification. Each series of Securities
shall always have a Trustee who satisfies the requirements of TIA Section 310(a)
(1), (2) and (5). The Trustee as to any series of Securities shall always
have a combined capital and surplus of at least $100 million as set forth in its
most recent published annual report of condition. The Trustee is subject to TIA
Section 310(b).


    
      
         


      

      
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              SECTION 7.11.
Preferential Collection of Claims Against the Company. The Trustee is subject to
TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311 (b). A Trustee who has resigned or been removed shall be
subject to TIA Section 311(a) to the extent indicated therein.

    


    ARTICLE
VIII

    DISCHARGE
OF INDENTURE

    


              SECTION 8.01.
Satisfaction and Discharge of Indenture. This Indenture shall cease
to be of further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for), and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

              (a) either

    (i) 
all Securities theretofore authenticated and delivered (other than Securities
that have been destroyed, lost or stolen and that have been replaced or paid)
have been delivered to the Trustee for cancellation; or

    (ii)
 all such Securities not theretofore delivered to the Trustee for
cancellation

    (iii) have
become due and payable, or

    (iv) will
become due and payable at their stated maturity within one year, or

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

    (vi) are
deemed paid and discharged pursuant to Section 8.03, as
applicable;

    


    and the
Company, in the case of (1), (2) or (3) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust an amount sufficient
for the purpose of paying and discharging the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to
the stated maturity or redemption date, as the case may be;

    


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

    


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

    


              Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.07,
and, if money shall have been deposited with the Trustee pursuant to clause
(a) of this Section or if money or obligations shall have been deposited
with or received by the Trustee pursuant to Section 8.03,
the obligations of the Trustee under Section 8.02  and Section 8.05  shall
survive.

    


              SECTION 8.02.
Application of Trust Funds; Indemnification.

    


              (a) Subject
to the provisions of
Section 8.05, all money deposited with the Trustee pursuant to Section 8.01,
all money and U.S. Government Obligations deposited with the Trustee pursuant
to Section 8.03  or  8.04 and
all money received by the Trustee in respect of U.S. Government Obligations
deposited with the Trustee pursuant to Section 8.03 or
8.04, shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by the
Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.03  and 8.04.


    
      
         


      

      
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              (b) The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against U.S. Government Obligations deposited
pursuant to Sections 8.03
or 8.04 or
the interest and principal received in respect of such obligations other than
any payable by or on behalf of Holders.

    


              (c) The
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any U.S. Government Obligations or money held by it as provided
in Sections 8.03
or 8.04
which, in the opinion of a nationally recognized firm of independent certified
public accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such U.S. Government
Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations held under
this Indenture.

    


              SECTION 8.03. Legal
Defeasance of Securities of any Series. Unless this Section 8.03 is
otherwise specified to be inapplicable to Securities of any series, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of any such series on the 91st day after the date of the
deposit referred to in subparagraph (a) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such series, shall no
longer be in effect (and the Trustee, at the expense of the Company, shall, upon
the request of the Company, execute proper instruments acknowledging the same),
except as to:

    


              (i) the
rights of Holders of Securities of such series to receive, from the trust funds
described in subparagraph (d) hereof, (x) payment of the principal of
an each installment of principal of or interest on the outstanding Securities of
such series on the stated maturity of such principal of or interest and
(y) the benefit of any mandatory sinking fund payments applicable to the
Securities of such series on the day on which such payments are due and payable
in accordance with the terms of this Indenture and the Securities of such
series;

    


              (ii) the
Company’s obligations with respect to such Securities of such series
under Sections 2.03, 2.06 and 2.07;
and

    


              (iii) the
rights, powers, trust and immunities of the Trustee hereunder and the duties of
the Trustee under Section 8.02 and
the duty of the Trustee to authenticate Securities of such series issued on
registration of transfer of exchange;

    


              provided
that, the following conditions shall have been satisfied:

    


              (a) the
Company shall have deposited or caused to be deposited irrevocably 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, cash in U.S. Dollars and/or U.S.
Government Obligations which through the payment of interest and principal in
respect thereof, in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee), not
later than one day before the due date of any payment of money, an amount in
cash, sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal (including mandatory
sinking fund or analogous payments) of and interest, if any, on all the
Securities of such series on the dates such installments of interest or
principal are due;

    


              (b) such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture;

    


              (c) no
Default or Event of Default with respect to the Securities of such series shall
have occurred on the date of such deposit and 91 days shall have passed
after the deposit has been made, and, during such 91 day period, no Default
specified in Section 6.0l(iv) or (v) with respect to the Company
occurs which is continuing at the end of such period;


    
      
         


      

      
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              (d) the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel to the effect that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or
(ii) since the date of execution of this Indenture, there has been a change
in the applicable Federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel shall confirm that, the Holders of the
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amount and in the same manner
and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred;

    


              (e) the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of the Securities of such series over any other creditors of the Company
or with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company;

    


              (f) such
deposit shall not result in the trust arising from such deposit constituting an
investment company (as defined in the Investment Company Act of 1940, as
amended), or such trust shall be qualified under such Act or exempt from
regulation thereunder; and

    


             (g) the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent relating to the
defeasance contemplated by this Section have been complied with.

    


              SECTION 8.04. Covenant
Defeasance.
Unless this Section 8.04 is
otherwise inapplicable to Securities of any series, on and after the 91st day
after the date of the deposit referred to in subparagraph (a) hereof, the
Company may omit to comply with any term, provision or condition set forth
under Sections 4.03, 4.04  and 4.05  as
well as any additional covenants contained in a supplemental indenture hereto
for a particular series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.01 (and the
failure to comply with any such provisions shall not constitute a Default or
Event of Default under Section 6.01 )
and the occurrence of any event described in clause (e) of Section 6.01  shall
not constitute a Default or Event of Default hereunder, with respect to the
Securities of such series, provided that the following conditions shall have
been satisfied:

    


              (a) With
reference to this Section 8.04,
the Company has deposited or caused to be irrevocably deposited (except as
provided in Section 8.03)
with the Trustee as trust funds in trust, specifically pledged as Security for,
and dedicated solely to, the benefit of the Holders of such Securities, cash in
U.S. Dollars and/or U.S. Government Obligations which through the payment of
interest and principal in respect thereof, in accordance with their terms, will
provide (and without reinvestment and assuming no tax liability will be imposed
on such Trustee), not later than one day before the due date of any payment of
money, an amount in cash, sufficient, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay principal and interest,
if any, on and any mandatory sinking fund in respect of the Securities of such
series on the dates such installments of interest or principal are
due;

    


              (b) Such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture;

    


              (c) No
Default or Event of Default with respect to the Securities of such series shall
have occurred on the date of such deposit and 91 days shall have passed
after the deposit has been made, and, during such 91 day period, no Default
specified in Section 6.01(iv) or (v) with respect to the Company
occurs which is continuing at the end of such period;

    


              (d) The
Company shall have delivered to the Trustee an Opinion of Counsel confirming
that Holders of the Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit and 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 deposit and
defeasance had not Occurred;


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


              (e) The
Company shall have delivered to the Trustee an Officers’ Certificate stating the
deposit was not made by the Company with the intent of preferring the Holders of
the Securities of such series over any other creditors of the Company or with
the intent of defeating, hindering, delaying or defrauding any other creditors
of the Company; and

    


              (f) The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the defeasance contemplated by this Section have been complied
with.

    


              SECTION 8.05.
Repayment to Company. The Trustee and the Paying
Agent shall pay to the Company upon request any money held by them for the
payment of principal or interest that remains unclaimed for two years after the
date upon which such payment shall have become due. After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
Person.

    


    ARTICLE
IX

    AMENDMENTS,
SUPPLEMENTS AND WAIVERS

    


              SECTION 9.01. Without
Consent of Holders. The Company and the Trustee
may amend this Indenture or the Securities without the consent of any Holder:
(i) to cure any ambiguity, defect or inconsistency or make any change
required to qualify the indenture under the TIA, provided that such change does
not adversely affect the rights hereunder of any Holder in any material respect;
(ii) to comply with Section 5.01;
(iii) to provide for uncertificated Securities in addition to certificated
Securities; (iv) to make any change that does not adversely affect in any
material respect the rights hereunder of any Holder; (v) to add to, change
or eliminate any of the provisions of this Indenture in respect of one or more
series of Securities, provided, however, that any
such addition, change or elimination (A) shall neither (i) apply to
any Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the holder of any such Security with respect to such provision or
(B) shall become effective only when there is no outstanding Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provisions; or (vi) to establish additional
series of Securities as permitted by Section 2.01.

    


              SECTION 9.02. With
Consent of Holders. The Company and the Trustee
as to any series of Securities may amend this Indenture or the Securities of
that series or waive compliance in any particular instance with any provision of
this Indenture or the Securities of that series, in each case with the written
consent of the Holders of at least a majority in principal amount of the then
outstanding Securities of that series.

    


              Without
the consent of each Holder affected, an amendment or waiver under this Section
may not: (i) reduce the principal amount of Securities, whose Holders must
consent to an amendment or waiver; (ii) reduce the rate of or change the
time for payment of interest on any Security; (iii) change the date on which any
Security may be subject to redemption or repurchase, or reduce the redemption or
repurchase price therefor; (iv) make any Security payable in currency other
than that stated in the Security; or (v) make any change in Section 6.04, 6.07 or this
sentence.

    


              It
shall not be necessary for the consent of the Holders under this Section to
approve the particular form of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof.

    


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


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


              The
Company will mail supplemental indentures to Holders upon request. Any failure
of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or
waiver.

    


              SECTION 9.03.
Compliance with Trust Indenture Act. Every amendment to this
Indenture or the Securities shall be set forth in a supplemental indenture that
complies with the TIA as then in effect.

    


              SECTION 9.04.
Revocation and Effect of Consents. Until an amendment or waiver
becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security, even
if notation of the consent is not made on any Security; provided, however, that unless
a record date shall have been established pursuant to Section 2.14,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives written notice of revocation
before the date the amendment or waiver becomes effective. An amendment or
waiver becomes effective on receipt by the Trustee of consents from the Holders
of the requisite percentage principal amount of the outstanding Securities of
any series, and thereafter shall bind every Holder of Securities of that
series.

    


              SECTION 9.05. Notation
on or Exchange of Securities. If an amendment or waiver
changes the terms of a Security: (a) the Trustee may require the Holder of
the Security to deliver such Security to the Trustee, the Trustee may place an
appropriate notation on the Security about the changed terms and return it to
the Holder and the Trustee may place an appropriate notation on any Security
thereafter authenticated; or (b) if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms.

    


              SECTION 9.06. Trustee
to Sign Amendment, etc. The Trustee shall sign any
amendment authorized pursuant to this
Article IX  if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not sign it. In signing or refusing to sign such
amendment, the Trustee shall be entitled to receive and shall be fully protected
in relying upon an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that such amendment is authorized or permitted by this Indenture and
that such amendment, supplement or waiver is the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof
(including  Section 9.03).

    


    ARTICLE
X

    MISCELLANEOUS

    


              SECTION 10.01. Trust
Indenture Act Controls. This Indenture is subject to
the provisions of the TIA which are required to be part of this Indenture, and
shall, to the extent applicable, be governed by such
provisions.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

     

    SECTION 10.02.
Notices. Any
notice or communication to the Company or the Trustee is duly given if in
writing and delivered in person or mailed by first-class mail to the address set
forth below:

    


    If to the
Company:

    Hemispherx
Biopharma, Inc.

    1617 JFK
Blvd

    Philadelphia,
PA 19103

    Attention:
Chief Financial Officer

    


    with a
copy to:

    Silverman
Sclar Shin & Byrne PLLC

    381 Park
Avenue South

    New York,
New York 10022

    Attention:
Peter Silverman, Esq.

    


    If to the
Trustee:

    [                                        ]

                                            

                                            

                                            

    Attention:
                    

    


    With a
copy to:

                                            

                                            

                                            

    Attention:
                    

    


    The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

    


    Any
notice or communication to a Holder shall be mailed by first-class mail to his
address shown on the register kept by the registrar. Failure to mail a notice or
communication to a Holder or any defect in such notice or communication shall
not affect its sufficiency with respect to other Holders.

    


    If a
notice or communication is mailed or sent in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it,
except that notice to the Trustee shall only be effective upon receipt thereof
by the Trustee.

    


    If the
Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

    


    SECTION 10.03.
Communication by Holders with Other Holders. Holders may communicate
pursuant to TIA Section 312(b) with other Holders with respect to their rights
under this Indenture or the Securities. The Company, the Trustee, the registrar
and anyone else shall have the protection of TIA Section 312
(c)

    


    SECTION 10.04.
Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee: (1) an Officers’
Certificate (which shall include the statements set forth in Section 10.05)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and (ii) an Opinion of Counsel (which shall
include the statements set forth in Section 10.05) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been
complied with.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    SECTION 10.05.
Statements Required in Certificate or Opinion. Each certificate (other than
certificates provided pursuant to Section 4.04) or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include: (i) a statement that the person making such
certificate or opinion has read such covenant or condition; (ii) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (iii) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with; provided,  however,
that with respect to matters of fact, an Opinion of Counsel may rely on an
Officers’ Certificate or certificate of public officials.

    


    SECTION 10.06. Rules by
Trustee and Agents. The Trustee may make
reasonable rules for action by or for a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

    


    SECTION 10.07. Legal
Holidays. A
“Legal Holiday”
is a Saturday, a Sunday or a day on which banking institutions in the City of
New York are not required or authorized to be open. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

    


    SECTION 10.08.
Duplicate Originals. The parties may sign any
number of copies of this Indenture. One signed copy is enough to prove this
Indenture.

    


    SECTION 10.09.
Governing Law.
The internal laws of the State of New York shall govern this Indenture and the
Securities, without regard to the conflicts of Law rules thereof.

    


    SECTION 10.10. No
Adverse Interpretation of Other Agreements. This Indenture may not be
used to interpret another indenture, loan or debt agreement of the Company or
any subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

    


    SECTION 10.11.
Successors. All
agreements of the Company in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successor.

    


    SECTION 10.12.
Severability. 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.

    


    [Signature
Page Follows]

     

    
      
        
        

      

      
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    SECTION 10.13.
Counterpart Originals. This Indenture may be signed
in one or more counterparts. Each signed copy shall be an original, but all of
them together represent the same agreement.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 
      	
                                                    HEMISPHERX
      BIOPHARMA, INC.

                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    By:

                                                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    Name:

                                                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    Title:

                                                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    Dated:

                                                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    [

                                                  	 
      	 
      	 
      	 
      	
                                                    ]

                                                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    By:

                                                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    Name:

                                                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    Title:

                                                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    Dated:

                                                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        28