EXHIBIT 4.3

    


    


     

    
 

    
      
        

      

    

    
 

    INDENTURE

    


    Dated as of ____________,
20__

    


    Between

    


    ZHONGPIN INC.,

    as Issuer

    


    And

    


    [__________________________],

    as Trustee

    


    


    


    ___________________

    


    


    Debt Securities

    


    ____________________

    


    


    


    
      
        

      

       

       

       

       

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF CONTENTS

    


     Page

     

    
      
        	
                ARTICLE
      I

              	
                DEFINITIONS
      AND INCORPORATION BY REFERENCE

              	
                1

              
	 
      	
                SECTION
      1.01.

              	
                Definitions

              	
                1

              
	 
      	
                SECTION
      1.02.

              	
                Other
      Definitions

              	
                3

              
	 
      	
                SECTION
      1.03

              	
                Incorporation
      by Reference of Trust Indenture Act

              	
                3

              
	 
      	
                SECTION
      1.04

              	
                Rules
      of Construction

              	
                3

              
	 	 	 	
                 

              
	
                ARTICLE
      II

              	
                THE
      SECURITIES

              	
                4

              
	 
      	
                SECTION
      2.01

              	
                Unlimited
      in Amount, Issuable in Series, Form and Dating

              	
                4

              
	 
      	
                SECTION
      2.02

              	
                Execution
      and Authentication

              	
                6

              
	 
      	
                SECTION
      2.03

              	
                Registrar
      and Paying Agent

              	
                6

              
	 
      	
                SECTION
      2.04

              	
                Paying
      Agent to Hold Assets in Trust

              	
                7

              
	 
      	
                SECTION
      2.05

              	
                Holder
      Lists

              	
                7

              
	 
      	
                SECTION
      2.06

              	
                Registration
      of Transfer and Exchange

              	
                7

              
	 
      	
                SECTION
      2.07

              	
                Replacement
      Securities

              	
                7

              
	
                 
      

              	
                SECTION
      2.08

              	
                Outstanding
      Securities

              	
                8

              
	
                 
      

              	
                SECTION
      2.09

              	
                Treasury
      Securities

              	
                8

              
	 
      	
                SECTION
      2.10

              	
                Temporary
      Securities

              	
                8

              
	 
      	
                SECTION
      2.11

              	
                Cancellation

              	
                8

              
	 
      	
                SECTION
      2.12

              	
                CUSIP
      Numbers

              	
                8

              
	 
      	
                SECTION
      2.13

              	
                Defaulted
      Interest

              	
                8

              
	 
      	
                SECTION
      2.14

              	
                Special
      Record Dates

              	
                9

              
	 	 	 	
                 

              
	
                ARTICLE
      III  

              	
                REDEMPTION

              	
                9

              
	 
      	
                SECTION
      3.01

              	
                Notices
      to Trustee

              	
                9

              
	 
      	
                SECTION
      3.02

              	
                Selection
      of Securities to Be Redeemed

              	
                9

              
	 
      	
                SECTION
      3.03

              	
                Notice
      of Redemption

              	
                9

              
	 
      	
                SECTION
      3.04

              	
                Effect
      of Notice of Redemption

              	
                10

              
	 
      	
                SECTION
      3.05

              	
                Deposit
      of Redemption Price

              	
                10

              
	 
      	
                SECTION
      3.06

              	
                Securities
      Redeemed in Part

              	
                10

              
	 	 	 	 
	
                ARTICLE
      IV

              	
                COVENANTS

              	 	
                10

              
	 
      	
                SECTION
      4.01  

              	
                Payment
      of Securities

              	
                10

              
	 
      	
                SECTION
      4.02

              	
                Maintenance
      of Office or Agency

              	
                10

              
	 
      	
                SECTION
      4.03

              	
                SEC
      Reports

              	
                11

              
	 
      	
                SECTION
      4.04

              	
                Compliance
      Certificate

              	
                11

              
	 
      	
                SECTION
      4.05

              	
                Taxes

              	
                11

              
	 
      	
                SECTION
      4.06

              	
                Corporate
      Existence

              	
                11

              
	 	 	 	
                 

              
	
                ARTICLE
      V

              	
                
                  MERGER,
      ETC. 

                

              	
                 

              	
                11

              
	 
      	
                SECTION
      5.01

              	
                When
      Company May Merge, etc.

              	
                11

              
	 
      	
                SECTION
      5.02

              	
                Successor
      Corporation Substituted

              	
                11

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	
                      ARTICLE
      VI

                    	
                      DEFAULTS
      AND REMEDIES

                    	
                      12

                    
	 
      	
                      SECTION
      6.01

                    	
                      Events
      of Default

                    	
                      12

                    
	 
      	
                      SECTION
      6.02

                    	
                      Acceleration

                    	
                      12

                    
	 
      	
                      SECTION
      6.03

                    	
                      Other
      Remedies

                    	
                      13

                    
	 
      	
                      SECTION
      6.04

                    	
                      Wavier
      of Past Defaults

                    	
                      13

                    
	 
      	
                      SECTION
      6.05

                    	
                      Control
      by Majority

                    	
                      13

                    
	 
      	
                      SECTION
      6.06

                    	
                      Limitation
      on Suits

                    	
                      13

                    
	 
      	
                      SECTION
      6.07

                    	
                      Rights
      of Holders to Receive Payment

                    	
                      13

                    
	 
      	
                      SECTION
      6.08

                    	
                      Collection
      Suit by Trustee

                    	
                      13

                    
	 
      	
                      SECTION
      6.09

                    	
                      Trustee
      May File Proofs of Claim

                    	
                      13

                    
	 
      	
                      SECTION
      6.10

                    	
                      Priorities

                    	
                      14

                    
	 
      	
                      SECTION
      6.11.

                    	
                      Undertaking
      for Costs

                    	
                      14

                    
	 	 	 	
                       

                    
	
                      ARTICLE
      VII

                    	
                      TRUSTEE

                    	
                      14

                    
	 
      	
                      SECTION
      7.01.

                    	
                      Duties
      of Trustee

                    	
                      14

                    
	 	SECTION
      7.02.	Rights
      of Trustee	
                      15

                    
	 
      	
                      SECTION
      7.03.

                    	
                      Individual
      Rights of Trustee

                    	
                      16

                    
	 
      	
                      SECTION
      7.04.

                    	
                      Trustee’s
      Disclaimer

                    	
                      16

                    
	 
      	
                      SECTION
      7.05.

                    	
                      Notice
      of Defaults

                    	
                      16

                    
	 
      	
                      SECTION
      7.06.

                    	
                      Reports
      by Trustee to Holders

                    	
                      16

                    
	 
      	
                      SECTION
      7.07.

                    	
                      Compensation
      and Indemnity

                    	
                      16

                    
	 
      	
                      SECTION
      7.08.

                    	
                      Replacement
      of Trustee

                    	
                      17

                    
	 
      	
                      SECTION
      7.09.

                    	
                      Successor
      Trustee by Merger, Etc.

                    	
                      17

                    
	 
      	
                      SECTION
      7.10.

                    	
                      Eligibility;
      Disqualification

                    	
                      17

                    
	 
      	
                      SECTION
      7.11.

                    	
                      Preferential
      Collection of Claims Against the Company

                    	
                      17

                    
	 	 	 	
                       

                    
	
                      ARTICLE
      VIII  

                    	
                      DISCHARGE
      OF INDENTURE

                    	
                      18

                    
	 
      	
                      SECTION
      8.01.

                    	
                      Satisfaction
      and Discharge of Indenture

                    	
                      18

                    
	 
      	
                      SECTION
      8.02.

                    	
                      Application
      of Trust Funds; Indemnification

                    	
                      18

                    
	 
      	
                      SECTION
      8.03.

                    	
                      Legal
      Defeasance of Securities of any Series

                    	
                      19

                    
	 
      	
                      SECTION
      8.04.

                    	
                      Covenant
      Defeasance

                    	
                      20

                    
	 
      	
                      SECTION
      8.05.

                    	
                      Repayment
      to Company

                    	
                      20

                    
	 	 	 	 
	
                      ARTICLE
      IX

                    	
                      AMENDMENTS,
      SUPPLEMENTS AND WAIVERS

                    	
                      21

                    
	 
      	
                      SECTION
      9.01.

                    	
                      Without
      Consent of Holders

                    	
                      21

                    
	 
      	
                      SECTION
      9.02.

                    	
                      With
      Consent of Holders

                    	
                      21

                    
	 
      	
                      SECTION
      9.03.

                    	
                      Compliance
      with Trust Indenture Act

                    	
                      21

                    
	 
      	
                      SECTION
      9.04.

                    	
                      Revocation
      and Effect of Consents

                    	
                      21

                    
	 
      	
                      SECTION
      9.05.

                    	
                      Notation
      on or Exchange of Securities

                    	
                      21

                    
	 
      	
                      SECTION
      9.06.

                    	
                      Trustee
      to Sign Amendment, etc.

                    	
                      22

                    
	 	 	 	
                       

                    
	
                      ARTICLE
      X

                    	
                      MISCELLANEOUS

                    	
                      22

                    
	 
      	
                      SECTION
      10.01.

                    	
                      Trust
      Indenture Act Controls

                    	
                      22

                    
	 
      	
                      SECTION
      10.02.

                    	
                      Notices

                    	
                      22

                    
	 
      	
                      SECTION
      10.03.

                    	
                      Communication
      by Holders with Other Holders

                    	
                      23

                    
	 
      	
                      SECTION
      10.04.

                    	
                      Certificate
      and Opinion as to Conditions Precedent

                    	
                      23

                    
	 
      	
                      SECTION
      10.05.

                    	
                      Statements
      Required in Certificate or Opinion

                    	
                      23

                    
	 
      	
                      SECTION
      10.06.

                    	
                      Rules
      by Trustee and Agents

                    	
                      23

                    
	 
      	
                      SECTION
      10.07.

                    	
                      Legal
      Holidays

                    	
                      23

                    
	 
      	
                      SECTION
      10.08.

                    	
                      Duplicate
      Originals

                    	
                      23

                    
	 
      	
                      SECTION
      10.09.

                    	
                      Governing
      Law

                    	
                      23

                    
	 
      	
                      SECTION
      10.10.

                    	
                      No
      Adverse Interpretation of Other Agreements

                    	
                      23

                    
	 
      	
                      SECTION
      10.11.

                    	
                      Successors

                    	
                      23

                    
	 
      	
                      SECTION
      10.12.

                    	
                      Severability

                    	
                      23

                    
	 
      	
                      SECTION
      10.13.

                    	
                      Counterpart
      Originals

                    	
                      24

                    


            

          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

     

    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)(1)

            	
              N.A.

            
	 
      	
              (b)(2)

            	
              7.06

            
	 
      	
              (c)

            	
              7.06;
  12.02

            
	 
      	
              (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 ZHONGPIN 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

     

    A           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.

    


    “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 any successor Statute.

    


    “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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    “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.

    


    “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 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    “TIA” means the Trust Indenture Act of 1939
(15 U.S. Code Section 77aaa-77bbbb), 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.

    


    SECTION 1.02.  Other
Definitions.

    


    
      	 
      	
              Defined
  in

            
	Term	
              Section

            
	 
      	 
      
	
              “Bankruptcy Law”

            	
              6.01

            
	
              “Custodian”

            	
              6.01

            
	
              “Legal Holiday” 

            	
              10.07

            
	
              “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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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;

    


    (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;

     

    
      
        
        

      

      
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    (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;

    


    (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.

    


    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.

     

    
      
        
        

      

      
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    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.

    


    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.

     

    
      
        
        

      

      
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    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.

    


    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.

     

    
      
        
        

      

      
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    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.

    


    ARTICLE III

     

    B           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;

     

    
      
        
        

      

      
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    (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.

    


    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.

     

    
      
        
        

      

      
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    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).

    


    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.

    


    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.

     

    
      
        
        

      

      
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    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.

    


    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.

     

    
      
        
        

      

      
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    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.

    


    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.

     

    
      
        
        

      

      
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    (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.

    


    (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.

     

    
      
        
        

      

      
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    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.

    


    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 and the Subsidiary
Guarantors’ 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.

     

    
      
        
        

      

      
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    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.

    


    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).

    


    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.

     

    
      
        
        

      

      
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    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

    


    (1) have become due and payable,
or

    


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

    


    (3) 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

    


    (4) 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;

    


    (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;

     

    
      
        
        

      

      
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    (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;

    


    (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.

     

    
      
        
        

      

      
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    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.

    


    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.

     

    
      
        
        

      

      
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    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.

    


    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:

    


    Zhongpin Inc.

    21 Changshe Road

    Changge City, Henan Province

    People’s Republic of China  461500

    Attention:  Chief Financial
Officer

    


    with a copy to:

    


    Pryor Cashman LLP

    410 Park Avenue

    New York, New York 10022

    Attention:  Eric M. Hellige, 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.

     

    
      
        
        

      

      
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    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.

    


    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.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  ZHONGPIN INC.

                                	 	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	
                                  By:

                                	 
      	 	 
      
	
                                  Name:

                                	 
      	 	 
      
	
                                  Title:

                                	 
      	 	 
      
	 
      	 
      	 	 
      
	
                                  Dated:

                                	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	
                                  [

                                	 
      	
                                      
      

                                	
                                  
                                    ]

                                  

                                
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	
                                  By:

                                	 
      	 	 
      
	
                                  Name:

                                	 
      	 	 
      
	
                                  Title:

                                	 
      	 	 
      


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
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