Exhibit
4.1

      


       

      
        

        

      

      


      


      


      
        	
                CHARLES
      RIVER LABORATORIES INTERNATIONAL, INC. 

                 

                as
      the Company

              


      

      


      and

       

      U.S.
BANK NATIONAL ASSOCIATION

      


      as
Trustee


       

      


      ___________________________________

      


      Senior
Indenture

       

      Dated
as of ______ __, 20__

      


      ___________________________________

      


      


      


       

      


      
        

        

      

      


      


      
        
           


        

        
           


          
          

        

        
           


        

      


      


      


      TABLE
OF CONTENTS

      
        
          

        

      

      


      
        
          	 
      	
                  PAGE

                
	 
      	 
      
	
                  ARTICLE
      1

                	 
      
	
                  DEFINITIONS AND INCORPORATION BY REFERENCE

                	 
      
	 
      	 
      
	
                  Section
      1.01.  Definitions.

                	
                  1

                
	
                  Section
      1.02.  Other
      Definitions

                	
                  7

                
	
                  Section
      1.03.  Incorporation by
      Reference of Trust Indenture Act

                	
                  7

                
	
                  Section
      1.04.  Rules
      of Construction

                	
                  8

                
	 
      	 
      
	
                  ARTICLE
      2

                	 
      
	
                  THE SECURITIES

                	 
      
	 
      	 
      
	
                  Section
      2.01.  Form
      and Dating

                	
                  8

                
	
                  Section
      2.02.  Execution And
      Authentication

                	
                  9

                
	
                  Section
      2.03.  Amount
      Unlimited; Issuable in Series

                	
                  11

                
	
                  Section
      2.04.  Denomination and
      Date of Securities; Payments of Interest

                	
                  14

                
	
                  Section
      2.05.  Registrar and
      Paying Agent; Agents Generally

                	
                  14

                
	
                  Section
      2.06.  Paying
      Agent to Hold Money in Trust

                	
                  15

                
	
                  Section
      2.07.  Transfer and
      Exchange

                	
                  16

                
	
                  Section
      2.08.  Replacement
      Securities

                	
                  19

                
	
                  Section
      2.09.  Outstanding
      Securities

                	
                  20

                
	
                  Section
      2.10.  Temporary
      Securities

                	
                  21

                
	
                  Section
      2.11.  Cancellation

                	
                  21

                
	
                  Section
      2.12.  CUSIP
      Numbers

                	
                  22

                
	
                  Section
      2.13.  Defaulted
      Interest

                	
                  22

                
	
                  Section
      2.14.  Series
      May Include Tranches

                	
                  22

                
	 
      	 
      
	
                  ARTICLE
      3

                	 
      
	
                  REDEMPTION

                	 
      
	 
      	 
      
	
                  Section
      3.01.  Applicability of
      Article

                	
                  23

                
	
                  Section
      3.02.  Notice
      of Redemption; Partial Redemptions

                	
                  23

                
	
                  Section
      3.03.  Payment
      Of Securities Called For Redemption

                	
                  25

                
	
                  Section
      3.04.  Exclusion of
      Certain Securities from Eligibility for Selection for
      Redemption

                	
                  26

                
	
                  Section
      3.05.  Mandatory and
      Optional Sinking Funds

                	
                  26

                
	 
      	 
      
	
                  ARTICLE
      4

                	 
      
	
                  COVENANTS

                	 
      
	 
      	 
      
	
                  Section
      4.01.  Payment
      of Securities

                	
                  29

                


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Section 4.02.  Maintenance of
      Office or Agency

                	
                  30

                
	
                  Section
      4.03.  Securityholders’
      Lists

                	
                  31

                
	
                  Section
      4.04.  Certificate to
      Trustee

                	
                  31

                
	
                  Section
      4.05.  Reports
      by the Company

                	
                  31

                
	
                  Section
      4.06.  Additional
      Amounts

                	
                  31

                
	 
      	 
      
	
                  ARTICLE
      5

                	 
      
	
                  SUCCESSOR CORPORATION

                	 
      
	 
      	 
      
	
                  Section
      5.01.  When
      Company May Merge, Etc

                	
                  32

                
	
                  Section
      5.02.  Successor
      Substituted

                	
                  32

                
	 
      	 
      
	
                  ARTICLE
      6

                	 
      
	
                  DEFAULT AND REMEDIES

                	 
      
	 
      	 
      
	
                  Section
      6.01.  Events
      of Default

                	
                  33

                
	
                  Section
      6.02.  Acceleration

                	
                  34

                
	
                  Section
      6.03.  Other
      Remedies

                	
                  35

                
	
                  Section
      6.04.  Waiver
      of Past Defaults

                	
                  35

                
	
                  Section
      6.05.  Control
      by Majority

                	
                  36

                
	
                  Section
      6.06.  Limitation on
      Suits

                	
                  36

                
	
                  Section
      6.07.  Rights
      of Holders to Receive Payment

                	
                  37

                
	
                  Section
      6.08.  Collection Suit
      by Trustee

                	
                  37

                
	
                  Section
      6.09.  Trustee
      May File Proofs of Claim

                	
                  37

                
	
                  Section
      6.10.  Application of
      Proceeds

                	
                  38

                
	
                  Section
      6.11.  Restoration of
      Rights and Remedies

                	
                  39

                
	
                  Section
      6.12.  Undertaking for
      Costs

                	
                  39

                
	
                  Section
      6.13.  Rights
      and Remedies Cumulative

                	
                  39

                
	
                  Section
      6.14.  Delay
      or Omission not Waiver

                	
                  39

                
	 
      	 
      
	
                  ARTICLE
      7

                	 
      
	
                  TRUSTEE

                	 
      
	 
      	 
      
	
                  Section
      7.01.  General

                	
                  40

                
	
                  Section
      7.02.  Certain
      Rights of Trustee

                	
                  40

                
	
                  Section
      7.03.  Individual Rights
      of Trustee

                	
                  42

                
	
                  Section
      7.04.  Trustee's
      Disclaimer

                	
                  42

                
	
                  Section
      7.05.  Notice
      of Default

                	
                  42

                
	
                  Section
      7.06.  Reports
      by Trustee to Holders

                	
                  43

                
	
                  Section
      7.07.  Compensation and
      Indemnity

                	
                  43

                
	
                  Section
      7.08.  Replacement of
      Trustee

                	
                  44

                
	
                  Section
      7.09.  Acceptance of Appointment by
      Successor

                	
                  45

                
	
                  Section
      7.10.  Successor Trustee
      By Merger, Etc

                	
                  46

                
	
                  Section
      7.11.  Eligibility

                	
                  46

                
	
                  Section
      7.12.  Money
      Held in Trust

                	
                  46

                
	 
      	 
      


        

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

         

        
          	 
      	 
      
	
                  ARTICLE
      8

                	 
      
	
                  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

                	 
      
	 
      	 
      
	
                  Section
      8.01.  Satisfaction and
      Discharge of Indenture

                	
                  46

                
	
                  Section
      8.02.  Application by
      Trustee of Funds Deposited for Payment of Securities

                	
                  48

                
	
                  Section
      8.03.  Repayment of
      Moneys Held by Paying Agent

                	
                  48

                
	
                  Section
      8.04.  Return
      of Moneys Held by Trustee and Paying Agent Unclaimed
      for Two Years

                	
                  48

                
	
                  Section
      8.05.  Defeasance and
      Discharge of Indenture

                	
                  48

                
	
                  Section
      8.06.  Defeasance of
      Certain Obligations

                	
                  50

                
	
                  Section
      8.07.  Reinstatement

                	
                  51

                
	
                  Section
      8.08.  Indemnity

                	
                  52

                
	
                  Section
      8.09.  Excess
      Funds

                	
                  52

                
	
                  Section
      8.10.  Qualifying
      Trustee

                	
                  52

                
	 
      	 
      
	
                  ARTICLE
      9

                	 
      
	
                  AMENDMENTS, SUPPLEMENTS AND WAIVERS

                	 
      
	 
      	 
      
	
                  Section
      9.01.  Without
      Consent of Holders

                	
                  52

                
	
                  Section
      9.02.  With
      Consent of Holders

                	
                  53

                
	
                  Section
      9.03.  Revocation and
      Effect of Consent

                	
                  54

                
	
                  Section
      9.04.  Notation on or
      Exchange of Securities

                	
                  55

                
	
                  Section
      9.05.  Trustee
      to Sign Amendments, Etc

                	
                  55

                
	
                  Section
      9.06.  Conformity with
      Trust Indenture Act

                	
                  55

                
	 
      	 
      
	
                  ARTICLE
      10

                	 
      
	
                  MISCELLANEOUS

                	 
      
	 
      	 
      
	
                  Section
      10.01.  Trust
      Indenture Act of 1939

                	
                  56

                
	
                  Section
      10.02.  Notices

                	
                  56

                
	
                  Section
      10.03.  Certificate and
      Opinion as to Conditions Precedent

                	
                  57

                
	
                  Section
      10.04.  Statements
      Required in Certificate or Opinion

                	
                  57

                
	
                  Section
      10.05.  Evidence of
      Ownership

                	
                  58

                
	
                  Section
      10.06.  Rules
      by Trustee, Paying Agent or Registrar

                	
                  59

                
	
                  Section
      10.07.  Payment Date
      Other Than a Business Day

                	
                  59

                
	
                  Section
      10.08.  Governing
      Law

                	
                  59

                
	
                  Section
      10.09.  No
      Adverse Interpretation of Other Agreements

                	
                  59

                
	
                  Section
      10.10.  Successors

                	
                  59

                
	
                  Section
      10.11.  Duplicate
      Originals

                	
                  59

                
	
                  Section
      10.12.  Separability

                	
                  59

                
	
                  Section
      10.13.  Table
      of Contents, Headings, Etc

                	
                  59

                
	
                  Section
      10.14.  Incorporators,
      Stockholders, Officers and Directors of Company
      Exempt from Individual Liability

                	
                  59

                


        

         

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Section
      10.15.  Judgment
      Currency

                	
                  60

                
	 
      	 
      
	
                  SIGNATURES

                	 
      


        

      

      


       

      


      
 

      
        
           


        

        
          iv

          
            

          

        

        
           


        

      


      


      


      SENIOR
INDENTURE, dated as of ______ __, 200__, between Charles River Laboratories
International, Inc., a Delaware corporation, as the Company, and U.S. Bank
National Association, a national banking association, as Trustee.

      


      RECITALS
OF THE COMPANY

      


      WHEREAS,
the Company has duly authorized the issue from time to time of its senior
debentures, notes or other evidences of indebtedness to be issued in one or more
series (the “Securities”) up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Company has duly
authorized the execution and delivery of this Indenture; and

      


      WHEREAS,
all things necessary to make this Indenture a valid indenture and agreement
according to its terms have been done;

      


      NOW,
THEREFORE:

      


      In
consideration of the premises and the purchases of the Securities by the holders
thereof, the Company and the Trustee mutually covenant and agree for the equal
and proportionate benefit of the respective holders from time to time of the
Securities or of any and all series thereof and of the coupons, if any,
appertaining thereto as follows:

      


      


      ARTICLE
1


      DEFINITIONS AND INCORPORATION BY REFERENCE

      


      Section
1.01.  Definitions.

      


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

      


      “Agent” means any Registrar,
Paying Agent, transfer agent or Authenticating Agent.

      


      “Authorized Newspaper” means a
newspaper (which, in the case of The City of New York, will, if practicable, be
The Wall Street Journal (Eastern

      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      Edition)
and in the case of London, will, if practicable, be the Financial Times (London
Edition) and published in an official language of the country of publication
customarily published at least once a day for at least five days in each
calendar week and of general circulation in The City of New York or London, as
applicable. If it shall be impractical in the opinion of the Trustee to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.

      


      “Board Resolution” means one or
more resolutions of the board of directors of the Company or any authorized
committee thereof, certified by the secretary or an assistant secretary to have
been duly adopted and to be in full force and effect on the date of
certification, and delivered to the Trustee.

      


      “Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to
close in The City of New York, with respect to any Security the interest on
which is based on the offered quotations in the interbank Eurodollar market for
dollar deposits in London, or with respect to Securities denominated in a
specified currency other than United States dollars, in the principal financial
center of the country of the specified currency.

      


      “Capital Lease” means, with
respect to any Person, any lease of any property which, in conformity with GAAP,
is required to be capitalized on the balance sheet of such Person.

      


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

      


      “Company” means the party named
as such in the first paragraph of this Indenture until a successor replaces it
pursuant to Article 5 of this Indenture and thereafter means the
successor.

      


      “Corporate Trust Office” means
the office of the Trustee at which the corporate trust business of the Trustee
shall, at any particular time, be administered, which office is, at the date of
this Indenture, located at 227 West Monroe Street, Suite 2600, Chicago, Illinois
60606 Attention: Worldwide Securities Services.

      


      “Currency Agreement” means,
with respect to any Person, any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect such
Person or any of its Subsidiaries against

       

      
 

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
fluctuations
in currency values to or under which such Person or any of its Subsidiaries is a
party or a beneficiary on the date hereof or becomes a party or a beneficiary
thereafter.

      


      “Debt” means, with respect to
any Person at any date of determination (without duplication), (i) all
indebtedness of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person in respect of letters of credit or bankers’
acceptance or other similar instruments (or reimbursement obligations with
respect thereto), (iv) all obligations of such Person to pay the deferred
purchase price of property or services, except Trade Payables, (v) all
obligations of such Person as lessee under Capital Leases, (vi) all Debt of
others secured by a Lien on any asset of such Person, whether or not such Debt
is assumed by such Person; provided that, for purposes of determining the amount
of any Debt of the type described in this clause, if recourse with respect to
such Debt is limited to such asset, the amount of such Debt shall be limited to
the lesser of the fair market value of such asset or the amount of such Debt,
(vii) all Debt of others Guaranteed by such Person to the extent such Debt is
Guaranteed by such Person, (viii) all redeemable stock valued at the greater of
its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends and (ix) to the extent not otherwise included in this definition, all
obligations of such Person under Currency Agreements and Interest Rate
Agreements.

      


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

      


      “Depositary” means, with
respect to the Securities of any series issuable or issued in the form of one or
more Registered Global Securities, the Person designated as Depositary by the
Company pursuant to Section 2.03 until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
“Depositary” shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, “Depositary” as used with
respect to the Securities of any such series shall mean the Depositary with
respect to the Registered Global Securities of that series.

      


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

      


      “GAAP” means generally accepted
accounting principles in the U.S. as in effect as of the date hereof applied on
a basis consistent with the principles, methods, procedures and practices
employed in the preparation of the Company’s audited financial statements,
including, without limitation, those 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

      


       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      
 

      statements
by such other entity as is approved by a significant segment of the accounting
profession.

      


      “Guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Debt or other obligation of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Debt or other obligation of
such other Person (whether arising by virtue of partnership arrangements, or by
agreement to keepwell, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (ii)
entered into for purposes of assuring in any other manner the obligee of such
Debt or other obligation of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); provided that the term
“Guarantee” shall not
include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has
a corresponding meaning.

      


      “Holder” or “Securityholder” means the
registered holder of any Security with respect to Registered Securities and the
bearer of any Unregistered Security or any coupon appertaining thereto, as the
case may be.

      


      “Indenture” means this
Indenture as originally executed and delivered or as it may be amended or
supplemented from time to time by one or more indentures supplemental to this
Indenture entered into pursuant to the applicable provisions of this Indenture
and shall include the forms and terms of the Securities of each series
established as contemplated pursuant to Sections 2.01 and 2.03.

      


      “Interest Rate Agreement”
means, with respect to any Person, any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement or other similar agreement or arrangement designed
to protect such Person or any of its Subsidiaries against fluctuations in
interest rates to or under which such Person or any of its Subsidiaries is a
party or a beneficiary on the date hereof or becomes a party or a beneficiary
thereafter.

      


      “Lien” means, with respect to
any property, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such property. For purposes of this
Indenture, the Company shall be deemed to own subject to a Lien any property
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement relating to such property.

       

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      


      “Officer” means, with respect
to the Company, the chairman of the board of directors, the president or chief
executive officer, any vice president, the chief financial officer, the
treasurer or any assistant treasurer, or the secretary or any assistant
secretary.

      


      “Officers’ Certificate” means a
certificate signed in the name of the Company (i) by the chairman of the board
of directors, the president or chief executive officer or a vice president and
(ii) by the chief financial officer, the treasurer or any assistant treasurer,
or the secretary or any assistant secretary, and delivered to the Trustee. Each
such certificate shall comply with Section 314 of the Trust Indenture Act, if
applicable, and include (except as otherwise expressly provided in this
Indenture) the statements provided in Section 10.04, if applicable.

      


      “Opinion of Counsel” means a
written opinion signed by legal counsel, who may be an employee of or counsel to
the Company, satisfactory to the Trustee. Each such opinion shall comply with
Section 314 of the Trust Indenture Act, if applicable, and include the
statements provided in Section 10.04, if and to the extent required
thereby.

      


      “original issue date” of any
Security (or portion thereof) means the earlier of (a) the date of
authentication of such Security or (b) the date of any Security (or portion
thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

      


      “Original Issue Discount
Security” means any Security that provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.02.

      


      “Periodic Offering” means an
offering of Securities of a series from time to time, the specific terms of
which Securities, including, without limitation, the rate or rates of interest,
if any, thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or
its agents upon the issuance of such Securities.

      


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

      


      “Principal” of a Security means
the principal amount of, and, unless the context indicates otherwise, includes
any premium payable on, the Security.

      


      “Registered Global Security”
means a Security evidencing all or a part of a series of Registered Securities,
issued to the Depositary for such series in accordance with Section 2.02, and
bearing the legend prescribed in Section 2.02.

      


       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      


      “Registered Security” means any
Security registered on the Security Register (as defined in Section
2.05).

      


      “Responsible Officer” when used
with respect to the Trustee, shall mean an officer of the Trustee in the
Corporate Trust Office, having direct responsibility for the administration of
this Indenture, and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer’s knowledge of and
familiarity with the particular subject.

      


      “Securities” means any of the
securities, as defined in the first paragraph of the recitals hereof, that are
authenticated and delivered under this Indenture and, unless the context
indicates otherwise, shall include any coupon appertaining thereto.

      


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

      


      “Subsidiary” means, with
respect to any Person, any corporation, association or other business entity of
which a majority of the capital stock or other ownership interests having
ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or indirectly
owned by such Person.

      


      “Trade Payables” means, with
respect to any Person, any accounts payable or any other indebtedness or
monetary obligation to trade creditors created, assumed or Guaranteed by such
Person or any of its Subsidiaries arising in the ordinary course of business in
connection with the acquisition of goods or services.

      


      “Trustee” means the party named
as such in the first paragraph of this Indenture until a successor replaces it
in accordance with the provisions of Article 7 and thereafter shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, “Trustee” as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that
series.

      


      “Trust Indenture Act” means the
Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it
may be amended from time to time.

      


      “Unregistered Security” means
any Security other than a Registered Security.

      


      “U.S. Government Obligations”
means securities that are (i) direct obligations of the United States of America
for the payment of which its full faith and credit is pledged or (ii)
obligations of an agency or instrumentality of the

       

      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      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 shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt.

      


      “Yield to Maturity” means, as
the context may require, the yield to maturity (i) on a series of Securities or
(ii) if the Securities of a series are issuable from time to time, on a Security
of such series, calculated at the time of issuance of such series in the case of
clause (i) or at the time of issuance of such Security of such series in the
case of clause (ii), or, if applicable, at the most recent redetermination of
interest on such series or on such Security, and calculated in accordance with
the constant interest method or such other accepted financial practice as is
specified in the terms of such Security.

      


      Section
1.02. Other
Definitions. Each
of the following terms is defined in the
section set forth opposite such term:

      


      
        	
                Term

              	
                Section

              
	 	 
	
                Authenticating
      Agent

              	
                2.02

              
	
                Cash
      Transaction

              	
                7.03

              
	
                Dollars

              	
                4.02

              
	
                Event
      of Default

              	
                6.01

              
	
                Judgment
      Currency

              	
                10.15(a)

              
	
                mandatory
      sinking fund payment

              	
                3.05

              
	
                optional
      sinking fund payment

              	
                3.05

              
	
                Paying
      Agent

              	
                2.05

              
	
                record
      date

              	
                2.04

              
	
                Registrar

              	
                2.05

              
	
                Required
      Currency

              	
                10.15(a)

              
	
                Security
      Register

              	
                2.05

              
	
                self-liquidating
      paper

              	
                7.03

              
	
                sinking
      fund payment date

              	
                3.05

              
	
                tranche

              	
                2.14

              


      

      


      Section
1.03.  Incorporation by
Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture.
The

      


      
 

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


      


      following
terms used in this Indenture that are defined by the Trust Indenture Act have
the following meanings:

      


      “indenture securities” means
the Securities;

      


      “indenture security holder”
means a Holder or a Securityholder;

      


      “indenture to be qualified”
means this Indenture;

      


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

      


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

      


      All other
terms used in this Indenture that are defined by the Trust Indenture Act,
defined by reference in the Trust Indenture Act to another statute or defined by
a rule of the Commission and not otherwise defined herein have the meanings
assigned to them therein.

      


      Section
1.04. Rules of
Construction. Unless the context
otherwise requires:

      


      (a) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;

      


      (b) words in
the singular include the plural, and words in the plural include the
singular;

      


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

      


      (d) all
references to Sections or Articles refer to Sections or Articles of this
Indenture unless otherwise indicated; and

      


      (e) use of
masculine, feminine or neuter pronouns should not be deemed a limitation, and
the use of any such pronouns should be construed to include, where appropriate,
the other pronouns.

      


      


      ARTICLE
2


      THE SECURITIES

      


      Section
2.01. Form and
Dating. The
Securities of each series shall be substantially
in such form or forms (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions or in one or
more

      


       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      


      indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law, or with any rules of any securities
exchange or usage, all as may be determined by the officers executing such
Securities as evidenced by their execution of the Securities. Unless otherwise
so established, Unregistered Securities shall have coupons
attached.

      


      Section
2.02. Execution And
Authentication. Two Officers shall
execute the
Securities and one Officer shall execute the coupons appertaining thereto for
the Company by facsimile or manual signature in the name and on behalf of the
Company. The seal of the Company, if any, shall be reproduced on the Securities.
If an Officer whose signature is on a Security or coupon appertaining thereto no
longer holds that office at the time the Security is authenticated, the Security
and such coupon shall nevertheless be valid.

      


      The
Trustee, at the expense of the Company, may appoint an authenticating agent (the
“Authenticating Agent”)
to authenticate Securities. The 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 Authenticating
Agent.

      


      A
Security and the coupons appertaining thereto shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of authentication
on the Security or on the Security to which such coupon appertains by an
authorized officer. The signature shall be conclusive evidence that the Security
or the Security to which the coupon appertains has been authenticated under this
Indenture.

      


      At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series having attached thereto
appropriate coupons, if any, executed by the Company to the Trustee for
authentication together with the applicable documents referred to below in this
Section, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Company. In authenticating any
Securities of a series, the Trustee shall be entitled to receive prior to the
authentication of any Securities of such series, and (subject to Article 7)
shall be fully protected in relying upon, unless and until such documents have
been superseded or revoked:

      


      (a)  any Board Resolution
and/or executed supplemental indenture
referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and
terms of the Securities of that series were established;

      


       

      
        
           


        

        
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      (b) an
Officers’ Certificate setting forth the form or forms and terms of the
Securities, stating that the form or forms and terms of the Securities of such
series have been, or, in the case of a Periodic Offering, will be when
established in accordance with such procedures as shall be referred to therein,
established in compliance with this Indenture; and

      


      (c) an
Opinion of Counsel substantially to the effect that the form or forms and terms
of the Securities of such series have been, or, in the case of a Periodic
Offering, will be when established in accordance with such procedures as shall
be referred to therein, established in compliance with this Indenture and that
the supplemental indenture, to the extent applicable, and Securities have been
duly authorized and, if executed and authenticated in accordance with the
provisions of the Indenture and delivered to and duly paid for by the purchasers
thereof on the date of such opinion, would be entitled to the benefits of the
Indenture and would be valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, subject to
bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws affecting creditors’ rights generally, general principles of
equity, and covering such other matters as shall be specified therein and as
shall be reasonably requested by the Trustee.

      


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

      


      Notwithstanding
the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic
Offering, all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution otherwise
required pursuant to Section 2.01 or the written order, Officers’ Certificate
and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior
to the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

      


      With
respect to Securities of a series offered in a Periodic Offering, the Trustee
may rely, as to the authorization by the Company of any of such Securities, the
forms and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with
the first authentication of Securities of such series.

      


      If the
Company shall establish pursuant to Section 2.03 that the Securities of a series
or a portion thereof are to be issued in the form of one or more

      


      
        
           


        

        
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      Registered
Global Securities, then the Company shall execute and the Trustee shall
authenticate and deliver one or more Registered 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 issued in such form and not yet
cancelled, (ii) shall be registered in the name of the Depositary for such
Registered Global Security or Securities or the nominee of such Depositary,
(iii) shall be delivered by the Trustee to such Depositary or its custodian 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.”

      


      Section
2.03. Amount Unlimited;
Issuable in Series. 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 in or
pursuant to Board Resolution or one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series, subject to the last
sentence of this Section 2.03,

      


      (a) the
designation of the Securities of the series, which shall distinguish the
Securities of the series from the Securities of all other series;

      


      (b) any limit
upon the aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture and any limitation on the
ability of the Company to increase such aggregate principal amount after the
initial issuance of the Securities of that series (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, or upon redemption of, other Securities of the series
pursuant hereto);

      


      (c) the date
or dates on which the principal of the Securities of the series is payable
(which date or dates may be fixed or extendible);

      


      (d) the rate
or rates (which may be fixed or variable) per annum at which the Securities of
the series shall bear interest, if any, the date or dates from which such
interest shall accrue, on which such interest shall be payable and (in the case
of Registered Securities) on which a record shall be taken for the determination
of Holders to whom interest is payable and/or the method by which such rate or
rates or date or dates shall be determined;

       

      
 

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


      


      (e) if other
than as provided in Section 4.02, the place or places where the principal of and
any interest on Securities of the series shall be payable, any Registered
Securities of the series may be surrendered for exchange, notices, demands to or
upon the Company in respect of the Securities of the series and this Indenture
may be served and notice to Holders may be published;

      


      (f) the
right, if any, of the Company to redeem Securities of the series, in whole or in
part, at its option and the period or periods within which, the price or prices
at which and any terms and conditions upon which Securities of the series may be
so redeemed, pursuant to any sinking fund or otherwise;

      


      (g) the
obligation, if any, of the Company to redeem, purchase or repay Securities of
the series pursuant to any mandatory redemption, sinking fund or analogous
provisions or at the option of a Holder thereof and the price or prices at which
and the period or periods within which and any of the terms and conditions upon
which Securities of the series shall be redeemed, purchased or repaid, in whole
or in part, pursuant to such obligation;

      


      (h) if other
than denominations of $1,000 and any integral multiple thereof, the
denominations in which Securities of the series shall be issuable;

      


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

      


      (j) if other
than the coin or currency in which the Securities of the series are denominated,
the coin or currency in which payment of the principal of or interest on the
Securities of the series shall be payable or if the amount of payments of
principal of and/or interest on the Securities of the series may be determined
with reference to an index based on a coin or currency other than that in which
the Securities of the series are denominated, the manner in which such amounts
shall be determined;

      


      (k) if other
than the currency of the United States of America, the currency or currencies,
including composite currencies, in which payment of the Principal of and
interest on the Securities of the series shall be payable, and the manner in
which any such currencies shall be valued against other currencies in which any
other Securities shall be payable;

      


      (l) whether
the Securities of the series or any portion thereof will be issuable as
Registered Securities (and if so, whether such Securities will be issuable as
Registered Global Securities) or Unregistered Securities (with or without
coupons) (and if so, whether such Securities will be issued in temporary or
permanent global form), or any combination of the foregoing, any restrictions
applicable to the offer, sale or delivery of Unregistered Securities or the
payment

      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


      


      of
interest thereon and, if other than as provided herein, the terms upon which
Unregistered Securities of any series may be exchanged for Registered Securities
of such series and vice versa;

      


      (m) whether
and under what circumstances the Company will pay additional amounts on the
Securities of the series held by a person who is not a U.S. person in respect of
any tax, assessment or governmental charge withheld or deducted and, if so,
whether the Company will have the option to redeem such Securities rather than
pay such additional amounts;

      


      (n) if the
Securities of the 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, the form and terms of such certificates, documents or
conditions;

      


      (o) any
trustees, depositaries, authenticating or paying agents, transfer agents or the
registrar or any other agents with respect to the Securities of the
series;

      


      (p) provisions,
if any, for the defeasance of the Securities of the series (including provisions
permitting defeasance of less than all Securities of the series), which
provisions may be in addition to, in substitution for, or in modification of (or
any combination of the foregoing) the provisions of Article 8;

      


      (q) if the
Securities of the series are issuable in whole or in part as one or more
Registered Global Securities or Unregistered Securities in global form, the
identity of the Depositary or common Depositary for such Registered Global
Security or Securities or Unregistered Securities in global form;

      


      (r) any other
Events of Default or covenants with respect to the Securities of the series;
and

      


      (s) any other
terms of the Securities of the series (which terms shall not be inconsistent
with the provisions of this Indenture).

      


      All
Securities of any one series and coupons, if any, appertaining thereto shall be
substantially identical, except in the case of Registered Securities as to date
and denomination, except in the case of any Periodic Offering and except as may
otherwise be provided by or pursuant to the Board Resolution referred to above
or as set forth in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and may be issued from time to
time, consistent with the terms of this Indenture, if so provided by or pursuant
to such Board Resolution or in any such indenture supplemental hereto and any
forms and terms of Securities to be issued from time to time may be
completed

      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      


      


      and
established from time to time prior to the issuance thereof by procedures
described in such Board Resolution or supplemental indenture.

      


      Unless
otherwise expressly provided with respect to a series of Securities, the
aggregate principal amount of a series of Securities may be increased and
additional Securities of such series may be issued up to the maximum aggregate
principal amount authorized with respect to such series as
increased.

      


      Section
2.04.  Denomination and Date
of Securities; Payments of Interest. The
Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
2.03 or, if not so established with respect to Securities of any series, in
denominations of $1,000 and any integral multiple thereof. The Securities of
each series shall be numbered, lettered or otherwise distinguished in such
manner or in accordance with such plan as the Officers of the Company executing
the same may determine, as evidenced by their execution thereof.

      


      Unless
otherwise specified with respect to a series of Securities, each Security shall
be dated the date of its authentication. The Securities of each series shall
bear interest, if any, from the date, and such interest and shall be payable on
the dates, established as contemplated by Section 2.03.

      


      The
person in whose name any Registered Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Registered Security subsequent
to the record date and prior to such interest payment date, except if and to the
extent the Company shall default in the payment of the interest due on such
interest payment date for such series, in which case the provisions of Section
2.13 shall apply. The term “record date” as used with
respect to any interest payment date (except a date for payment of defaulted
interest) for the Securities of any series shall mean the date specified as such
in the terms of the Registered Securities of such series established as
contemplated by Section 2.03, or, if no such date is so established, the
fifteenth day next preceding such interest payment date, whether or not such
record date is a Business Day.

      


      Section
2.05. Registrar and Paying Agent; Agents
Generally. The Company shall maintain an
office or agency where Securities may be presented for registration,
registration of transfer or for exchange (the “Registrar”) and an office or
agency where Securities may be presented for payment (the “Paying Agent”), which shall be in the
Borough of Manhattan, The City of New York or in Chicago, Illinois.
The Company shall cause the Registrar to keep a register of the Registered
Securities and of their registration, transfer and exchange (the

      


       

      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


      


      “Security Register”). The
Company may have one or more additional Paying Agents or transfer agents with
respect to any series.

      


      The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture. The agreement shall implement the provisions of this
Indenture and the Trust Indenture Act that relate to such Agent. The Company
shall give prompt written notice to the Trustee of the name and address of any
Agent and any change in the name or address of an Agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company
may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal
shall become effective until (i) the acceptance of an appointment by a successor
Agent to such Agent as evidenced by an appropriate agency agreement entered into
by the Company and such successor Agent and delivered to the Trustee or (ii)
notification to the Trustee that the Trustee shall serve as such Agent until the
appointment of a successor Agent in accordance with clause (i) of this proviso.
The Company or any affiliate of the Company may act as Paying Agent or
Registrar; provided
that neither the Company nor an affiliate of the Company shall act as Paying
Agent in connection with the defeasance of the Securities or the discharge of
this Indenture under Article 8.

      


      The
Company initially appoints the Trustee as Registrar, Paying Agent and
Authenticating Agent. If, at any time, the Trustee is not the Registrar, the
Registrar shall make available to the Trustee ten days prior to each interest
payment date and at such other times as the Trustee may reasonably request the
names and addresses of the Holders as they appear in the Security
Register.

      


      Section
2.06. Paying Agent to
Hold Money in Trust. Not
later than 10:00 a.m.
New York City time on each due date or, in the case of Unregistered Securities,
10:00 a.m. New York City time on the Business Day prior to the due date, of any
Principal or interest on any Securities, the Company shall deposit with the
Paying Agent money in immediately available funds sufficient to pay such
Principal or interest. The Company shall require each Paying Agent other than
the Trustee to agree in writing that such Paying Agent shall hold in trust for
the benefit of the Holders of such Securities or the Trustee all money held by
the Paying Agent for the payment of Principal of and interest on such Securities
and shall promptly notify the Trustee of any default by the Company in making
any such payment. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee and account for any funds disbursed, and the
Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent shall have no further liability for the money so paid over to
the Trustee. If the Company or any affiliate of the Company acts as Paying
Agent, it will, on or before each due date of any Principal of or interest on
any Securities,

      


       

      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      


      


      segregate
and hold in a separate trust fund for the benefit of the Holders thereof a sum
of money sufficient to pay such Principal or interest so becoming due until such
sum of money shall be paid to such Holders or otherwise disposed of as provided
in this Indenture, and will promptly notify the Trustee in writing of its action
or failure to act as required by this Section.

      


      Section
2.07. Transfer and
Exchange. Unregistered Securities
(except for any
temporary global Unregistered Securities) and coupons (except for coupons
attached to any temporary global Unregistered Securities) shall be transferable
by delivery.

      


      At the
option of the Holder thereof, Registered Securities of any series (other than a
Registered Global Security, except as set forth below) may be exchanged for a
Registered Security or Registered Securities of such series and tenor having
authorized denominations and an equal aggregate principal amount, upon surrender
of such Registered Securities to be exchanged at the agency of the Company that
shall be maintained for such purpose in accordance with Section 2.05 and upon
payment, if the Company shall so require, of the charges hereinafter provided.
If the Securities of any series are issued in both registered and unregistered
form, except as otherwise established pursuant to Section 2.03, at the option of
the Holder thereof, Unregistered Securities of any series may be exchanged for
Registered Securities of such series and tenor having authorized denominations
and an equal aggregate principal amount, upon surrender of such Unregistered
Securities to be exchanged at the agency of the Company that shall be maintained
for such purpose in accordance with Section 4.02, with, in the case of
Unregistered Securities that have coupons attached, all unmatured coupons and
all matured coupons in default thereto appertaining, and upon payment, if the
Company shall so require, of the charges hereinafter provided. At the option of
the Holder thereof, if Unregistered Securities of any series, maturity date,
interest rate and original issue date are issued in more than one authorized
denomination, except as otherwise established pursuant to Section 2.03, such
Unregistered Securities may be exchanged for Unregistered Securities of such
series and tenor having authorized denominations and an equal aggregate
principal amount, upon surrender of such Unregistered Securities to be exchanged
at the agency of the Company that shall be maintained for such purpose in
accordance with Section 4.02, with, in the case of Unregistered Securities that
have coupons attached, all unmatured coupons and all matured coupons in default
thereto appertaining, and upon payment, if the Company shall so require, of the
charges hereinafter provided. Registered Securities of any series may not be
exchanged for Unregistered Securities of such series. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

       

      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      


      


      Upon
surrender for registration of transfer of any Registered Security of a series at
the agency of the Company that shall be maintained for that purpose in
accordance with Section 2.05 and upon payment, if the Company shall so require,
of the charges hereinafter provided, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal
amount.

      


      All
Registered Securities presented for registration of transfer, exchange,
redemption or payment shall be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee duly executed by, the holder or his attorney duly authorized in
writing.

      


      The
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

      


      Notwithstanding
any other provision of this Section 2.07, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Registered
Global Security representing all or a portion of the Securities of a series may
not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary for such series or a nominee of such successor
Depositary.

      


      If at any
time the Depositary for any Registered Global Securities of any series notifies
the Company that it is unwilling or unable to continue as Depositary for such
Registered Global Securities or if at any time the Depositary for such
Registered Global Securities shall no longer be eligible under applicable law,
the Company shall appoint a successor Depositary eligible under applicable law
with respect to such Registered Global Securities. If a successor Depositary
eligible under applicable law for such Registered Global Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of the Company’s order for the authentication and delivery
of definitive Registered Securities of such series and tenor, will authenticate
and deliver Registered Securities of such series and tenor, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
such Registered Global Securities, in exchange for such Registered Global
Securities.


      


      The
Company may at any time and in its sole discretion and subject to the procedures
of the Depositary determine that any Registered Global Securities
of

      


       

      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      


      


      any
series shall no longer be maintained in global form. In such event the Company
will execute, and the Trustee, upon receipt of the Company’s order for the
authentication and delivery of definitive Registered Securities of such series
and tenor, will authenticate and deliver, Registered Securities of such series
and tenor in any authorized denominations, in an aggregate principal amount
equal to the principal amount of such Registered Global Securities, in exchange
for such Registered Global Securities.

      


      Any time
the Registered Securities of any series are not in the form of Registered Global
Securities pursuant to the preceding two paragraphs, the Company agrees to
supply the Trustee with a reasonable supply of certificated Registered
Securities without the legend required by Section 2.02 and the Trustee agrees to
hold such Registered Securities in safekeeping until authenticated and delivered
pursuant to the terms of this Indenture.

      


      If
established by the Company pursuant to Section 2.03 with respect to any
Registered Global Security, the Depositary for such Registered Global Security
may surrender such Registered Global Security in exchange in whole or in part
for Registered Securities of the same series and tenor in definitive registered
form on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,

      


      (a) to the
Person specified by such Depositary new Registered Securities of the same series
and tenor, of any authorized denominations as requested by such Person, in an
aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Registered Global Security; and

      


      (b) to such
Depositary a new Registered Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Registered
Global Security and the aggregate principal amount of Registered Securities
authenticated and delivered pursuant to clause (a) above.

      


      Registered
Securities issued in exchange for a Registered Global Security pursuant to this
Section 2.07 shall be registered in such names and in such authorized
denominations as the Depositary for such Registered Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Company or the Trustee. The Trustee or
such agent shall deliver such Securities to or as directed by the Persons in
whose names such Securities are so registered.

      


      All
Securities issued upon any transfer or exchange of Securities shall be valid
obligations of the Company, evidencing the same debt, and entitled to
the

       

      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      


      


      same
benefits under this Indenture, as the Securities surrendered upon such transfer
or exchange.

      


      Notwithstanding
anything herein or in the forms or terms of any Securities to the contrary, none
of the Company, the Trustee or any agent of the Company or the Trustee shall be
required to exchange any Unregistered Security for a Registered Security if such
exchange would result in adverse Federal income tax consequences to the Company
(such as, for example, the inability of the Company to deduct from its income,
as computed for Federal income tax purposes, the interest payable on the
Unregistered Securities) under then applicable United States Federal income tax
laws. The Trustee and any such agent shall be entitled to rely on an Officers’
Certificate or an Opinion of Counsel in determining such result.

      


      The
Registrar shall not be required (i) to issue, authenticate, register the
transfer of or exchange Securities of any series for a period of 15 days before
a selection of such Securities to be redeemed or (ii) to register the transfer
of or exchange any Security selected for redemption in whole or in
part.

      


      Section
2.08. Replacement
Securities. If
any mutilated Security or a Security
with a mutilated coupon appertaining to it is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver, in
exchange for such mutilated Security or in exchange for the Security to which a
mutilated coupon appertains, a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to such
mutilated Security or to the Security to which such mutilated coupon
appertains.

      


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

      


      In case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security or coupon (without

       

      


      
        
           


        

        
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      surrender
thereof except in the case of a mutilated Security or coupon) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them and any agent of any
of them harmless, and in the case of destruction, loss or theft, evidence
satisfactory to the Company and the Trustee and any agent of them of the
destruction, loss or theft of such Security and the ownership thereof; provided, however, that the Principal
of and any interest on Unregistered Securities shall, except as otherwise
provided in Section 4.02, be payable only at an office or agency located outside
the United States.

      


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

      


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

      


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

      


      Section
2.09. Outstanding
Securities. Securities
outstanding at any time are
all Securities that have been authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation, those described in this
Section as not outstanding and those that have been defeased pursuant to Section
8.05.

      


      If a
Security is replaced pursuant to Section 2.08, it ceases to be outstanding
unless and until the Trustee and the Company receive proof satisfactory to them
that the replaced Security is held by a holder in due course.

      


      If the
Paying Agent (other than the Company or an affiliate of the Company) holds on
the maturity date or any redemption date or date for repurchase of the
Securities money sufficient to pay Securities payable or to be redeemed or
repurchased on that date, then on and after that date such Securities cease to
be outstanding and interest on them shall cease to accrue.

      


       

      
        
           


        

        
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      A
Security does not cease to be outstanding because the Company or one of its
affiliates holds such Security, provided, however, that, in
determining whether the Holders of the requisite principal amount of the
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
affiliate of the Company shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities as to which a Responsible Officer of the Trustee has
received written notice to be so owned shall be so disregarded. Any Securities
so owned which are pledged by the Company, or by any affiliate of the Company,
as security for loans or other obligations, otherwise than to another such
affiliate of the Company, shall be deemed to be outstanding, if the pledgee is
entitled pursuant to the terms of its pledge agreement and is free to exercise
in its or his discretion the right to vote such securities, uncontrolled by the
Company or by any such affiliate.

      


      Section
2.10.
Temporary Securities. Until
definitive Securities of any series
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities of such series. Temporary Securities of any
series shall be substantially in the form of definitive Securities of such
series but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officers executing the temporary Securities,
as evidenced by their execution of such temporary Securities. If temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After the
preparation of definitive Securities
of any series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series and tenor upon surrender of such temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 4.02, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of such series and
tenor and authorized denominations. Until so exchanged, the temporary Securities
of any series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series.

      


      Section
2.11.
Cancellation. The
Company at any time may deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold. The Registrar, any transfer agent and
the Paying Agent shall forward to the Trustee any Securities surrendered to them
for transfer, exchange or payment. The Trustee shall cancel and dispose of in
accordance with its customary procedures all Securities

      


       

      
        
           


        

        
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      surrendered
for transfer, exchange, payment or cancellation and shall deliver a certificate
of disposition to the Company. The Company may not issue new Securities to
replace Securities it has paid in full or delivered to the Trustee for
cancellation.

      


      Section
2.12. CUSIP
Numbers. The
Company in issuing the Securities may
use “CUSIP” and “CINS” numbers (if then generally in use), and the Trustee shall
use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption
or exchange as a convenience to Holders and no representation shall be made as
to the correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption or exchange.

      


      Section
2.13. Defaulted
Interest. If
the Company defaults in a payment of interest
on the Registered Securities, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted
interest plus (to the extent lawful) any interest payable on the defaulted
interest (as may be specified in the terms thereof, established pursuant to
Section 2.03) to the Persons who are Holders on a subsequent special record
date, which shall mean the 15th day next preceding the date fixed by the Company
for the payment of defaulted interest, whether or not such day is a Business
Day. At least 15 days before such special record date, the Company shall mail to
each Holder of such Registered Securities and to the Trustee a notice that
states the special record date, the payment date and the amount of defaulted
interest to be paid.

      


      Section
2.14. Series May
Include Tranches. A
series of Securities may include
one or more tranches (each a “tranche”) of Securities,
including Securities issued in a Periodic Offering. The Securities of different
tranches may have one or more different terms, including authentication dates
and public offering prices, but all the Securities within each such tranche
shall have identical terms, including authentication date and public offering
price. Notwithstanding any other provision of this Indenture, with respect to
Sections 2.02 (other than the fourth, sixth and seventh paragraphs thereof)
through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05, 4.02, 6.01 through 6.14, 8.01
through 8.07, 9.02 and Section 10.07, if any series of Securities includes more
than one tranche, all provisions of such sections applicable to any series of
Securities shall be deemed equally applicable to each tranche of any series of
Securities in the same manner as though originally designated a series unless
otherwise provided with respect to such series or tranche pursuant to Section
2.03. In particular, and without limiting the scope of the next preceding
sentence, any of the provisions of such sections which provide for or permit
action to be taken with respect to a series of Securities shall also be deemed
to provide for and permit such action to be taken instead only with respect to
Securities of one or more tranches within that series (and such provisions shall
be deemed satisfied thereby), even if no comparable action is taken with respect
to Securities in the remaining tranches of that series.

      


       

      
        
           


        

        
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      ARTICLE
3


      REDEMPTION

      


      Section
3.01. Applicability of
Article. The
provisions of this Article shall be
applicable to the Securities of any series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 2.03 for Securities of
such series.

      


      Section
3.02. Notice of
Redemption; Partial Redemptions. Notice
of redemption
to the Holders of Registered Securities of any series to be redeemed as a whole
or in part at the option of the Company shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Registered Securities of such series at their last addresses as they shall
appear upon the registry books. Notice of redemption to the Holders of
Unregistered Securities of any series to be redeemed as a whole or in part who
have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such
redemption, by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of any such
notice given by the Company, the Trustee shall make such information available
to the Company for such purpose). Notice of redemption to all other Holders of
Unregistered Securities of any series to be redeemed as a whole or in part shall
be published in an Authorized Newspaper in The City of New York or with respect
to any Security the interest on which is based on the offered quotations in the
interbank Eurodollar market for dollar deposits in an Authorized Newspaper in
London, in each case, once in each of three successive calendar weeks, the first
publication to be not less than 30 days nor more than 60 days prior to the date
fixed for redemption. Any notice which is mailed or published in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such
series.

      


      The
notice of redemption to each such Holder shall specify the principal amount of
each Security of such series held by such Holder to be redeemed, the CUSIP
numbers of the Securities to be redeemed, the date fixed for redemption, the
redemption price, or if not then ascertainable, the manner of calculation
thereof, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities and, in the case of Securities
with coupons attached thereto, of all coupons appertaining thereto maturing
after the date fixed for redemption, that such redemption is pursuant to the
mandatory or

      
 

      
        
           


        

        
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      optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of
such series and tenor in principal amount equal to the unredeemed portion
thereof will be issued.

      


      The
notice of redemption of Securities of any series to be redeemed at the option of
the Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company.

      


      On or
before 10:00 a.m. New York City time on the redemption date or, in the case of
Unregistered Securities, on or before 10:00 a.m. New York City time on the
Business Day prior to the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more Paying Agents (or, if the Company is acting as its own Paying
Agent, set aside, segregate and hold in trust as provided in Section 2.06) an
amount of money sufficient to redeem on the redemption date all the Securities
of such series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If all of the
outstanding Securities of a series are to be redeemed, the Company will deliver
to the Trustee at least 10 days prior to the last date on which notice of
redemption may be given to Holders pursuant to the first paragraph of this
Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an
Officers’ Certificate stating that all such Securities are to be redeemed. If
less than all the outstanding Securities of a series are to be redeemed, the
Company will deliver to the Trustee at least 15 days prior to the last date on
which notice of redemption may be given to Holders pursuant to the first
paragraph of this Section 3.02 (or such shorter period as shall be acceptable to
the Trustee) an Officers’ Certificate stating the aggregate principal amount of
such Securities to be redeemed. In the case of any redemption of Securities (a)
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an
election of the Company which is subject to a condition specified in the terms
of such Securities or elsewhere in this Indenture, the Company shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officers’ Certificate evidencing compliance with such
restriction or condition.

      


      If less
than all the Securities of a series are to be redeemed, the Trustee shall
select, pro rata, by lot or in such manner as it shall deem appropriate and
fair, Securities of such series to be redeemed in whole or in part. Securities
may be redeemed in part in principal amounts equal to authorized denominations
for Securities of such series. The Trustee shall promptly notify the Company
in

      


       

      
        
           


        

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

      


      Section
3.03. Payment Of
Securities Called For Redemption. If
notice of redemption
has been given as above provided, the Securities or portions of Securities
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price, together with
interest accrued to the date fixed for redemption, and on and after such date
(unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to such date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured coupons, if any, appertaining thereto shall be void
and, except as provided in Sections 7.12 and 8.02, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit under
this Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, together with all
coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided that payment
of interest becoming due on or prior to the date fixed for redemption shall be
payable in the case of Securities with coupons attached thereto, to the Holders
of the coupons for such interest upon surrender thereof, and in the case of
Registered Securities, to the Holders of such Registered Securities registered
as such on the relevant record date subject to the terms and provisions of
Sections 2.04 and 2.13 hereof.

      


      If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate of interest or Yield to Maturity
(in the case of an Original Issue Discount Security) borne by such
Security.

      


      If any
Security with coupons attached thereto is surrendered for redemption and is not
accompanied by all appurtenant coupons maturing after the date fixed for
redemption, the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee, if there be furnished to each of them such security or
indemnity as they may require to save each of them harmless.

      


       

      
        
           


        

        
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      Upon
presentation of any Security of any series redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Company, a new Security or
Securities of such series and tenor (with any unmatured coupons attached), of
authorized denominations, in principal amount equal to the unredeemed portion of
the Security so presented.

      


      Section
3.04. Exclusion of
Certain Securities from Eligibility for Selection for Redemption. Securities
shall be excluded from eligibility for selection for redemption if they are
identified by registration and certificate number in a written statement signed
by an authorized officer of the Company and delivered to the Trustee at least 40
days prior to the last date on which notice of redemption may be given as being
owned of record and beneficially by, and not pledged or hypothecated by, either
(a) the Company or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company.

      


      Section
3.05. Mandatory and
Optional Sinking Funds. The
minimum amount
of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for
by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a
sinking fund payment is to be made is herein referred to as the
“sinking fund payment
date”.

      


      In lieu
of making all or any part of any mandatory sinking fund payment with respect to
any series of Securities in cash, the Company may at its option (a) deliver to
the Trustee Securities of such series theretofore purchased or otherwise
acquired (except through a mandatory sinking fund payment) by the Company or
receive credit for Securities of such series (not previously so credited)
theretofore purchased or otherwise acquired (except as aforesaid) by the Company
and delivered to the Trustee for cancellation pursuant to Section 2.11, (b)
receive credit for optional sinking fund payments (not previously so credited)
made pursuant to this Section, or (c) receive credit for Securities of such
series (not previously so credited) redeemed by the Company at the option of the
Company pursuant to the terms of such Securities or through any optional sinking
fund payment. Securities so delivered or credited shall be received or credited
by the Trustee at the sinking fund redemption price specified in such
Securities.

      


      On or
before the sixtieth day next preceding each sinking fund payment date for any
series, or such shorter period as shall be acceptable to the Trustee, the
Company will deliver to the Trustee an Officers’ Certificate (a) specifying the
portion of the mandatory sinking fund payment to be satisfied by payment of cash
and the portion to be satisfied by credit of specified Securities of such series
and the basis for such credit, (b) stating that none of the specified Securities
of such

      


       

      
        
           


        

        
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      series
has theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such series have occurred (which
have not been waived or cured) and are continuing and (d) stating whether or not
the Company intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Company intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Company to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be
irrevocable and upon its receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payments or delivery of
Securities therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Company, on or before any such sixtieth day,
to deliver such Officer’s Certificate and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Company (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or
credit Securities of such series in respect thereof and (ii) that the Company
will make no optional sinking fund payment with respect to such series as
provided in this Section.

      


      If the
sinking fund payment or payments (mandatory or optional or both) to be made in
cash on the next succeeding sinking fund payment date plus any unused balance of
any preceding sinking fund payments made in cash shall exceed $50,000 (or a
lesser sum if the Company shall so request with respect to the Securities of any
series), such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price thereof together with accrued interest thereon to the date
fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or
less and the Company makes no such request then it shall be carried over until a
sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall
select, in the manner provided in Section 3.02, for redemption on such sinking
fund payment date a sufficient principal amount of Securities of such series to
absorb said cash, as nearly as may be, and shall (if requested in writing by the
Company) inform the Company of the serial numbers of the Securities of such
series (or portions thereof) so selected. Securities shall be excluded from
eligibility for redemption under this Section if they are identified by
registration and certificate number in an Officers’ Certificate delivered to the
Trustee at least 60 days prior to the sinking fund payment date as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Company or (b) an entity specifically identified in such Officers’ Certificate
as directly or

      


       

      
        
           


        

        
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      indirectly
controlling or controlled by or under direct or indirect common control with the
Company. The Trustee, in the name and at the expense of the Company (or the
Company, if it shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 3.02 (and with the effect provided in Section 3.03)
for the redemption of Securities of such series in part at the option of the
Company. The amount of any sinking fund payments not so applied or allocated to
the redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the Principal of, and interest on, the Securities of such series at
maturity.

      


      On or
before 10:00 a.m. New York City time on each sinking fund payment date or, in
the case of Unregistered Securities, 10:00 a.m. New York City time on the
Business Day prior to the sinking fund payment date, the Company shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

      


      The
Trustee shall not redeem or cause to be redeemed any Securities of a series with
sinking fund moneys or mail any notice of redemption of Securities of such
series by operation of the sinking fund during the continuance of a Default in
payment of interest on such Securities or of any Event of Default except that,
where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such
Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such Default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such Default or Event of Default, be deemed to have been
collected under Article 6 and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 6.04 or
the Default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.

      


      


      


      


      
        
           


        

        
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      ARTICLE
4


      COVENANTS

      


      Section
4.01. Payment of
Securities. The
Company shall pay the Principal
of and interest on the Securities on the dates and in the manner provided in the
Securities and this Indenture. The interest on Securities with coupons attached
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. The interest on any temporary Unregistered Securities
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be paid, as to the installments of interest evidenced by
coupons attached thereto, if any, only upon presentation and surrender thereof,
and, as to the other installments of interest, if any, only upon presentation of
such Unregistered Securities for notation thereon of the payment of such
interest. The interest on Registered Securities (together with any additional
amounts payable pursuant to the terms of such Securities) shall be payable only
to the Holders thereof (subject to Section 2.04) and at the option of the
Company may be paid by mailing checks for such interest payable to or upon the
written order of such Holders at their last addresses as they appear on the
Security Register of the Company.

      


      Notwithstanding
any provisions of this Indenture and the Securities of any series to the
contrary, if the Company and a Holder of any Registered Security so agree,
payments of interest on, and any portion of the Principal of, such Holder’s
Registered Security (other than interest payable at maturity or on any
redemption or repayment date or the final payment of Principal on such Security)
shall be made by the Paying Agent, upon receipt from the Company of immediately
available funds by 11:00 A.M., New York City time (or such other time as may be
agreed to between the Company and the Paying Agent), directly to the Holder of
such Security (by Federal funds wire transfer or otherwise) if the Holder has
delivered written instructions to the Trustee 15 days prior to such payment date
requesting that such payment will be so made and designating the bank account to
which such payments shall be so made and in the case of payments of Principal,
surrenders the same to the Trustee in exchange for a Security or Securities
aggregating the same principal amount as the unredeemed principal amount of the
Securities surrendered. The Trustee shall be entitled to rely on the last
instruction delivered by the Holder pursuant to this Section 4.01 unless a new
instruction is delivered 15 days prior to a payment date. The Company will
indemnify and hold each of the Trustee and any Paying Agent harmless against any
loss, liability or expense (including attorneys’ fees) resulting from any act or
omission to act on the part of the Company or any such Holder in connection with
any such agreement or from making any payment in accordance with any such
agreement.

      


      


      
        
           


        

        
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      The
Company shall pay interest on overdue Principal, and interest on overdue
installments of interest, to the extent lawful, at the rate per annum specified
in the Securities.

      


      Section
4.02. Maintenance of
Office or Agency. The
Company will maintain
in the Borough of Manhattan, The City of New York, or Chicago, Illinois an
office or agency where Securities may be surrendered for registration of
transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company hereby initially designates the Corporate Trust
Office of the Trustee, located in Chicago, Illinois, as such office or agency of
the Company. The Company will 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 address of the
Trustee set forth in Section 10.02.

      


      The
Company will maintain one or more agencies in a city or cities located outside
the United States (including any city in which such an agency is required to be
maintained under the rules of any stock exchange on which the Securities of any
series are listed) where the Unregistered Securities, if any, of each series and
coupons, if any, appertaining thereto may be presented for payment. No payment
on any Unregistered Security or coupon will be made upon presentation of such
Unregistered Security or coupon at an agency of the Company within the United
States nor will any payment be made by transfer to an account in, or by mail to
an address in, the United States unless, pursuant to applicable United States
laws and regulations then in effect, such payment can be made without adverse
tax consequences to the Company. Notwithstanding the foregoing, if full payment
in United States Dollars (“Dollars”) at each agency
maintained by the Company outside the United States for payment on such
Unregistered Securities or coupons appertaining thereto is illegal or
effectively precluded by exchange controls or other similar restrictions,
payments in Dollars of Unregistered Securities of any series and coupons
appertaining thereto which are payable in Dollars may be made at an agency of
the Company maintained in the Borough of Manhattan, The City of New York, or
Chicago, Illinois.

      


      The
Company may also from time to time designate one or more other offices or
agencies where the Securities of any series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided 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 Chicago, Illinois for such purposes. The
Company will give prompt written notice to the Trustee of any

      
 

      
        
           


        

        
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      such
designation or rescission and of any change in the location of any such other
office or agency.

      


      Section
4.03. Securityholders’
Lists. The
Company will furnish or cause to
be furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of the Securities pursuant to
Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than
15 days after each record date for the payment of semi-annual interest on the
Securities, as hereinabove specified, as of such record date, and (b) at such
other times as the Trustee may request in writing, within thirty days after
receipt by the Company of any such request as of a date not more than 15 days
prior to the time such information is furnished.

      


      Section
4.04. Certificate to
Trustee. The
Company will furnish to the Trustee
annually, on or before a date not more than four months after the end of its
fiscal year (which, on the date hereof, is a calendar year), a brief certificate
(which need not contain the statements required by Section 10.04) from its
principal executive, financial or accounting officer as to his or her knowledge
of the compliance of the Company with all conditions and covenants under this
Indenture (such compliance to be determined without regard to any period of
grace or requirement of notice provided under this Indenture) which certificate
shall comply with the requirements of the Trust Indenture Act.

      


      Section
4.05. Reports by the
Company. The
Company covenants to file with
the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents,
and other reports which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act.

      


      Section
4.06. Additional Amounts. If
the Securities of a series provide for the
payment of additional amounts, at least 10 days prior to the first interest
payment date with respect to that series of Securities and at least 10 days
prior to each date of payment of Principal of or interest on the Securities of
that series if there has been a change with respect to the matters set forth in
the below- mentioned Officers’ Certificate, the Company shall furnish to the
Trustee and the principal paying agent, if other than the Trustee, an Officers’
Certificate instructing the Trustee and such paying agent whether such payment
of Principal of or interest on the Securities of that series shall be made to
Holders of the Securities of that series without withholding or deduction for or
on account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding or deduction shall be
required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld or deducted on such payments to such Holders and
shall certify the fact that additional amounts will be payable and the amounts
so payable to each Holder, and the Company shall pay to the Trustee or such
paying agent the additional

       

      
 

      
        
           


        

        
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      amounts
required to be paid by this Section. The Company covenants to indemnify the
Trustee and any paying agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers’ Certificate furnished pursuant to this
Section.

      


      Whenever
in this Indenture there is mentioned, in any context, the payment of the
Principal of or interest or any other amounts on, or in respect of, any Security
of any series, such mention shall be deemed to include mention of the payment of
additional amounts provided by the terms of such series established hereby or
pursuant hereto to the extent that, in such context, additional amounts are,
were or would be payable in respect thereof pursuant to such terms, and express
mention of the payment of additional amounts (if applicable) in any provision
hereof shall not be construed as excluding the payment of additional amounts in
those provisions hereof where such express mention is not made.

      


      


      ARTICLE
5


      SUCCESSOR CORPORATION

      


      Section
5.01. When Company May
Merge, Etc. The
Company shall not consolidate
with, merge with or into, or sell, convey, transfer, lease or otherwise dispose
of all or substantially all of its property and assets (in one transaction or a
series of related transactions) to, any Person unless either (x) the Company
shall be the continuing Person or (y) the Person (if other than the Company)
formed by such consolidation or into which the Company is merged or to which
properties and assets of the Company shall be sold, conveyed, transferred or
leased shall be a corporation organized and validly existing under the laws of
the United States of America or any jurisdiction thereof and shall expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, all
of the obligations of the Company on all of the Securities and under this
Indenture and the Company in the case of clauses (x) and (y) shall have
delivered to the Trustee (A) an Opinion of Counsel stating that such
consolidation, merger or sale, conveyance, transfer or lease and such
supplemental indenture (if any) complies with this provision and that all
conditions precedent provided for herein relating to such transaction have been
complied with and that such supplemental indenture (if any) constitutes the
legal, valid and binding obligation of the Company and such successor
enforceable against such entity in accordance with its terms, subject to
customary exceptions and (B) an Officers’ Certificate to the effect that
immediately after giving effect to such transaction, no Default shall have
occurred and be continuing.

      


      Section
5.02. Successor
Substituted. Upon
any consolidation or merger, or
any sale, conveyance, transfer, lease or other disposition of all or
substantially

       

      


      
        
           


        

        
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      all of
the property and assets of the Company in accordance with Section 5.01 of this
Indenture, the successor Person formed by such consolidation or into which the
Company is merged or to which such sale, conveyance, transfer, lease 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 Person had been named as the Company herein and thereafter
the predecessor Person, except in the case of a lease, shall be relieved of all
obligations and covenants under this Indenture and the Securities.

      


      


      ARTICLE
6


      DEFAULT AND REMEDIES

      


      Section
6.01. Events of
Default. An
“Event of Default” shall
occur with respect
to the Securities of any series if:

      


      (a) the
Company defaults in the payment of the Principal of any Security of such series
when the same becomes due and payable at maturity, upon acceleration, redemption
or mandatory repurchase, including as a sinking fund installment, or
otherwise;

      


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

      


      (c) the
Company defaults in the performance of or breaches any other covenant or
agreement of the Company in this Indenture with respect to any Security of such
series or in the Securities of such series and such default or breach continues
for a period of 30 consecutive days after written notice to the Company by the
Trustee or to the Company and the Trustee by the Holders of 25% or more in
aggregate principal amount of the Securities of all series affected thereby
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder;

      


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

      


      (e) the
Company (i) commences a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consents to the
entry of an order for relief in an involuntary case under any such law,
(ii)

      


      


      
        
           


        

        
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      consents
to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or for all
or substantially all of the property and assets of the Company or (iii) effects
any general assignment for the benefit of creditors; or

      


      (f) any other Event
of Default established pursuant to Section 2.03 with respect to the
Securities of such series occurs.

      


      Section
6.02.
Acceleration. (a)
If an Event of Default other than as described
in clauses (d) or (e) of Section 6.01 with respect to the Securities of any
series then outstanding occurs and is continuing, then, and in each and every
such case, except for any series of Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of any such series then
outstanding hereunder (each such series treated as a separate class) by notice
in writing to the Company (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series established pursuant to Section 2.03)
of all Securities of such series, and the interest accrued thereon, if any, to
be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable.

      


      (b) If an Event of
Default described in clause (d) or (e) of Section 6.01 occurs and is
continuing, then the principal amount (or, if any Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof established pursuant to Section 2.03) of all the Securities then
outstanding and interest accrued thereon, if any, shall be and become
immediately due and payable, without any notice or other action by any Holder or
the Trustee, to the full extent permitted by applicable law.

      


      The
foregoing provisions, however, are subject to the condition that if, at any time
after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof established pursuant to Section 2.03) of the Securities of any series
(or of all the Securities, as the case may be) shall have been so declared or
become due and payable, and before any judgment or decree for the payment of the
moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of each such series (or
of all the Securities, as the case may be) and the principal of any and all
Securities of each such series (or of all the Securities, as the case may be)
which shall have become due otherwise than by acceleration (with interest upon
such principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as
the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the

      


       

      


      
        
           


        

        
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      Securities
of each such series to the date of such payment or deposit) and such amount as
shall be sufficient to cover all amounts owing the Trustee under Section 7.07,
and if any and all Events of Default under the Indenture, other than the
non-payment of the principal of Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein, then and in every such case the Holders of a majority in aggregate
principal amount of all the then outstanding Securities of all such series that
have been accelerated (voting as a single class), by written notice to the
Company and to the Trustee, may waive all defaults with respect to all such
series (or with respect to all the Securities, as the case may be) and rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

      


      For all
purposes under this Indenture, if a portion of the principal of any Original
Issue Discount Securities shall have been accelerated and declared or become due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

      


      Section
6.03. Other
Remedies. If a
payment default or an Event of Default
with respect to the Securities of any series occurs and is continuing, the
Trustee may pursue, in its own name or as trustee of an express trust, any
available remedy by proceeding at law or in equity to collect the payment of
Principal of and interest on the Securities of such series or to enforce the
performance of any provision of the Securities of such 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.

      


      Section
6.04. Waiver of Past
Defaults. Subject
to Sections 6.02, 6.07 and 9.02,
the Holders of at least a majority in principal amount (or, if the Securities
are Original Issue Discount Securities, such portion of the principal as is then
accelerable under Section 6.02) of the outstanding Securities of all series
affected (voting as a single class), by notice to the Trustee, may waive an
existing Default or Event of Default with respect to the Securities of such
series and its consequences, except a Default in the payment of Principal of or
interest on any Security as specified in clauses (a) or (b) of Section 6.01 or
in respect of a covenant or provision of this Indenture which cannot be modified
or amended without the consent of the Holder of each outstanding Security
affected. Upon

      


       

      


      
        
           


        

        
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      any such
waiver, such Default shall cease to exist, and any Event of Default with respect
to the Securities of such series arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto.

      


      Section
6.05. Control by
Majority. Subject
to Sections 7.01 and 7.02(e), the
Holders of at least a majority in aggregate principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the principal
as is then accelerable under Section 6.02) of the outstanding Securities of all
series affected (voting as a single class) 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 the Trustee with respect to the
Securities of such series by this Indenture; provided, that the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that
may involve the Trustee in personal liability or that the Trustee determines in
good faith may be unduly prejudicial to the rights of Holders not joining in the
giving of such direction; and provided further, that the Trustee may take any
other action it deems proper that is not inconsistent with any directions
received from Holders of Securities pursuant to this Section 6.05.

      


      Section
6.06. Limitation on
Suits. No
Holder of any Security of any series
may institute any proceeding, judicial or otherwise, with respect to this
Indenture or the Securities of such series, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

      


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

      


      (b) the
Holders of at least 25% in aggregate principal amount of outstanding Securities
of all such series affected shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

      


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

      


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

      


      (e) during
such 60-day period, the Holders of a majority in aggregate principal amount of
the outstanding Securities of all such

      


       

      


      
        
           


        

        
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      affected
series have not given the Trustee a direction that is inconsistent with such
written request.

      


      A Holder
may not use this Indenture to prejudice the rights of another Holder or to
obtain a preference or priority over such other 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 such Holder’s Security
on or after the respective due dates expressed on such 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 such
Holder.

      


      Section
6.08. Collection Suit
by Trustee. If
an Event of Default with respect
to the Securities of any series in payment of Principal or interest specified in
clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount (or such portion thereof as specified in the terms
established pursuant to Section 2.03 of Original Issue Discount Securities) of
Principal of, and accrued interest remaining unpaid on, together with interest
on overdue Principal of, and, to the extent that payment of such interest is
lawful, interest on overdue installments of interest on, the Securities of such
series, in each case at the rate or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in such Securities, and such further amount
as shall be sufficient to cover all amounts owing 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 (including any claim for amounts due
the Trustee under Section 7.07) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor on the Securities),
its creditors or its property and shall be entitled and empowered to collect and
receive any moneys, securities or other property payable or deliverable upon
conversion or exchange of the Securities or upon any such claims and to
distribute the same, and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder 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 under Section 7.07. Nothing
herein contained shall be deemed to empower 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. Application of
Proceeds. Any
moneys collected by the Trustee
pursuant to this Article in respect of the Securities of any series shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of Principal or interest,
upon presentation of the several Securities and coupons appertaining to such
Securities in respect of which moneys have been collected and noting thereon the
payment, or issuing Securities of such series and tenor in reduced principal
amounts in exchange for the presented Securities of such series and tenor if
only partially paid, or upon surrender thereof if fully paid:

      


      FIRST: To
the payment of all amounts due the Trustee under Section 7.07 applicable to the
Securities of such series in respect of which moneys have been
collected;

      


      SECOND:
In case the principal of the Securities of such series in respect of which
moneys have been collected shall not have become and be then due and payable, to
the payment of interest on the Securities of such series in default in the order
of the maturity of the installments of such interest, with interest (to the
extent that such interest has been collected by the Trustee) upon the overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in such
Securities, such payments to be made ratably to the persons entitled thereto,
without discrimination or preference;

      


      THIRD: In
case the principal of the Securities of such series in respect of which moneys
have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of
such series for Principal and interest, with interest upon the overdue
Principal, and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such Principal and interest or
Yield to Maturity, without preference or priority of Principal over interest or
Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any
installment of interest over any other installment of interest, or of any
Security of such series over any other Security of such series, ratably to the
aggregate of such Principal and accrued and unpaid interest or Yield to
Maturity; and

      


      FOURTH:
To the payment of the remainder, if any, to the Company or any other person
lawfully entitled thereto.

      


      
        
           


        

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

      


      Section
6.12. 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 Trustee, in either case in respect to the
Securities of any series, a court may require any party litigant in such suit
(other than the Trustee) to file an undertaking to pay the costs of the suit,
and the court may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant (other than the Trustee) in the suit having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.12 does not apply to a suit by a Holder pursuant to
Section 6.07, a suit instituted by the Trustee or a suit by Holders of more than
10% in principal amount of the outstanding Securities of such
series.

      


      Section
6.13. Rights and
Remedies Cumulative. Except
as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
wrongfully taken Securities in Section 2.08, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      


      Section
6.14. Delay or Omission
not Waiver. No
delay or omission of the Trustee
or of any Holder to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article 6 or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

      


      
 

      
        
           


        

        
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      ARTICLE
7


      TRUSTEE

      


      Section
7.01.
General. The
duties and responsibilities of the Trustee shall be
as provided by the Trust Indenture Act and as set forth herein. Notwithstanding
the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, unless it receives indemnity satisfactory to it against any
loss, liability or expense. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Article 7.

      


      


      Section
7.02. Certain Rights of
Trustee. Subject
to Trust Indenture Act Sections
315(a) through (d):

      


      (a) the
Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, Officers’ Certificate, Opinion of Counsel (or
both), statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper person or persons. The Trustee need not investigate any
fact or matter stated in the document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit;

      


      (b) before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate and/or an Opinion of Counsel, which shall conform to Section 10.04
and shall cover such other matters as the Trustee may reasonably request. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such certificate or opinion. Subject to Sections 7.01 and
7.02, whenever in the administration of the trusts of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering or omitting any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee, and such certificate, in the absence of negligence or
bad faith on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof;

      


      


      
        
           


        

        
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      (c) the
Trustee may act through its attorneys and agents not regularly in its employ and
shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care;

      


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

      


      (e) 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, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction;

      


      (f) the
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers or for
any action it takes or omits to take in accordance with the direction of the
Holders in accordance with Section 6.05 relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Indenture;

      


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

      


      (h) prior to
the occurrence of an Event of Default hereunder and after the curing or waiving
of all Events of Default, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
Officers’ Certificate, Opinion of Counsel, Board Resolution, statement,
instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or document
unless requested in writing so to do by the Holders of not less than a majority
in aggregate principal amount of the Securities of all series affected then
outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may

      


      
        
           


        

        
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      require
reasonable indemnity against such expenses or liabilities as a condition to
proceeding.

      


      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 its Affiliates with the same rights it would
have if it were not the Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311.
For purposes of Trust Indenture Act Section 311(b)(4) and (6), the following
terms shall mean:

      


      (a) “cash transaction” means any
transaction in which full payment for goods or securities sold is made within
seven days after delivery of the goods or securities in currency or in checks or
other orders drawn upon banks or bankers and payable upon demand;
and

      


      (b) “self-liquidating paper” means
any draft, bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company
arising from the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation.

      


      Section
7.04. Trustee's
Disclaimer. The
recitals contained herein and in the
Securities (except the Trustee’s certificate of authentication) shall be taken
as statements of the Company and not of the Trustee and the Trustee assumes no
responsibility for the correctness of the same. Neither the Trustee nor any of
its agents (a) makes any representation as to the validity or adequacy of this
Indenture or the Securities and (b) shall be accountable for the Company’s use
or application of the proceeds from the Securities.

      


      Section
7.05. Notice of
Default. If
any Default with respect to the Securities
of any series occurs and is continuing and if such Default is known to the
actual knowledge of a Responsible Officer with the Corporate Trust Department of
the Trustee, the Trustee shall give to each Holder of Securities of such series
notice of such Default within 90 days after it occurs (a) if any Unregistered
Securities of such series are then outstanding, to the Holders thereof, by
publication at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London and (b) to all Holders of Securities of such series in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, unless
such

       

      
 

      
        
           


        

        
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      Default
shall have been cured or waived before the mailing or publication of such
notice; provided, however, that, except in the case of a Default in the payment
of the Principal of or interest on any Security, the Trustee shall be protected
in withholding such notice if the Trustee in good faith determines that the
withholding of such 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 pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within 60 days after each May 15 following the
date of this Indenture, deliver to Holders a brief report, dated as of such May
15, which complies with the provisions of such Section 313(a).

      


      A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Company. The Company will promptly notify the
Trustee when any Securities are listed on any stock exchange.

      


      Section
7.07. Compensation and
Indemnity. The
Company shall pay to the
Trustee such compensation as shall be agreed upon in writing from time to time
for its services. The compensation of the Trustee shall not be limited by any
law on compensation of a Trustee of an express trust. The Company shall
reimburse the Trustee and any predecessor Trustee upon request for all
reasonable out-of-pocket expenses, disbursements and advances incurred or made
by the Trustee or such predecessor Trustee. Such expenses shall include the
reasonable compensation and expenses of the Trustee’s or such predecessor
Trustee’s agents, counsel and other persons not regularly in their
employ.

      


      The
Company shall indemnify the Trustee and any predecessor Trustee for, and hold
them harmless against, any loss or liability or expense incurred by them without
negligence or bad faith on their part arising out of or in connection with the
acceptance or administration of this Indenture and the Securities or the
issuance of the Securities or of series thereof or the trusts hereunder and the
performance of duties under this Indenture and the Securities, including the
costs and expenses of defending themselves against or investigating any claim or
liability and of complying with any process served upon them or any of their
officers in connection with the exercise or performance of any of their powers
or duties under this Indenture and the Securities.

      


      To secure
the Company’s payment obligations in this Section 7.07, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the
Trustee, in its capacity as Trustee, except money or property held in trust to
pay Principal of, and interest on particular Securities.

      


      
        
           


        

        
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      The
obligations of the Company under this Section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture or the rejection or termination of this
Indenture under bankruptcy law. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities or coupons, and the Securities are hereby subordinated
to such senior claim. Without prejudice to any other rights available to the
Trustee under applicable law, if the Trustee renders services and incurs
expenses following an Event of Default under Section 6.01(d) or Section 6.01(e)
hereof, the parties hereto and the holders by their acceptance of the Securities
hereby agree that such expenses are intended to constitute expenses of
administration under any bankruptcy law.

      


      Section
7.08. Replacement of
Trustee. A
resignation or removal of the Trustee
as Trustee with respect to the Securities of any series and appointment of a
successor Trustee as Trustee with respect to the Securities of any series shall
become effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section 7.08.

      


      The
Trustee may resign as Trustee with respect to the Securities of any series at
any time by so notifying the Company in writing. The Holders of a majority in
principal amount of the outstanding Securities of any series may remove the
Trustee as Trustee with respect to the Securities of such series by so notifying
the Trustee in writing and may appoint a successor Trustee with respect thereto
with the consent of the Company. The Company may remove the Trustee as Trustee
with respect to the Securities of any series if: (i) the Trustee is no longer
eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a
bankrupt or insolvent; (iii) a receiver or other public officer takes charge of
the Trustee or its property; or (iv) the Trustee becomes incapable of
acting.

      


      If the
Trustee resigns or is removed as Trustee with respect to the Securities of any
series, or if a vacancy exists in the office of Trustee with respect to the
Securities of any series for any reason, the Company shall promptly appoint a
successor Trustee with respect thereto. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the
outstanding Securities of such series may appoint a successor Trustee in respect
of such Securities to replace the successor Trustee appointed by the Company. If
the successor Trustee with respect to the Securities of any series does not
deliver its written acceptance required by Section 7.09 within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in principal amount of the outstanding Securities of such
series may

      
 

      
        
           


        

        
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      petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect thereto.

      


      The
Company shall give notice of any resignation and any removal of the Trustee with
respect to the Securities of any series and each appointment of a successor
Trustee in respect of the Securities of such series to all Holders of Securities
of such series. Each notice shall include the name of the successor Trustee and
the address of its Corporate Trust Office.

      


      Notwithstanding
replacement of the Trustee with respect to the Securities of any series pursuant
to this Section 7.08 and Section 7.09, the Company’s obligations under Section
7.07 shall continue for the benefit of the retiring Trustee.

      


      Section
7.09. Acceptance of Appointment by
Successor. In
case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges and subject to
the lien provided for in Section 7.07, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee
hereunder.

      


      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) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts

      


      
        
           


        

        
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      hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates.

      


      Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first or
second preceding paragraph, as the case may be.

      


      No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be eligible under this Article and
qualified under Section 310(b) of the Trust Indenture Act.

      


      Section
7.10. Successor Trustee
By Merger, Etc. 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 resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

      


      Section
7.11.
Eligibility. This
Indenture shall always have a Trustee who satisfies
the requirements of Trust Indenture Act Section 310(a). The Trustee shall have a
combined capital and surplus of at least $25,000,000 as set forth in its most
recent published annual report of condition.

      


      Section
7.12. Money Held in
Trust. The
Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law and except for money held in trust
under Article 8 of this Indenture.

      


      


      ARTICLE
8


      SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

      


      Section
8.01. Satisfaction and
Discharge of Indenture. If
at any time (a) the
Company shall have paid or caused to be paid the Principal of and interest
on

       

      


      
        
           


        

        
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      all the
Securities of any series outstanding hereunder (other than Securities of such
series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 2.08) as and when the same shall have become due and
payable, or (b) the Company shall have delivered to the Trustee for cancellation
all Securities of any series theretofore authenticated (other than any
Securities of such series which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.08) or (c) (i)
all the securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Company shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Company in
accordance with Section 8.04) or U.S. Government Obligations, maturing as to
principal and interest in such amounts and at such times as will insure (without
consideration of the reinvestment of such interest) the availability of cash, or
a combination thereof, sufficient to pay at maturity or upon redemption all
Securities of such series (other than any Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.08) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due on or prior
to such date of maturity or redemption as the case may be, and if, in any such
case, the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to Securities of such series, then this
Indenture shall cease to be of further effect with respect to Securities of such
series (except as to (i) rights of registration of transfer and exchange of
securities of such series, and the Company’s right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities, (iii) rights of holders to receive payments of principal thereof and
interest thereon, upon the original stated due dates therefor (but not upon
acceleration) and remaining rights of the holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations and immunities of the
Trustee hereunder and (v) the rights of the Securityholders of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them), and the Trustee, on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture with respect to such series;
provided, that the rights of Holders of the Securities to receive amounts in
respect of Principal of and interest on the Securities held by them shall not be
delayed longer than required by then-applicable mandatory rules or policies of
any securities exchange upon which the Securities are listed. The Company agrees
to reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services

       

      


      
        
           


        

        
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      thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.

      


      Section
8.02. Application by
Trustee of Funds Deposited for Payment of Securities. Subject to
Section 8.04, all moneys (including U.S. Government Obligations and the
proceeds thereof) deposited with the Trustee pursuant to Section 8.01, Section
8.05 or Section 8.06 shall be held in trust and applied by it to the payment,
either directly or through any paying agent to the Holders of the particular
Securities of such series for the payment or redemption of which such moneys
have been deposited with the Trustee, of all sums due and to become due thereon
for Principal and interest; but such money need not be segregated from other
funds except to the extent required by law.

      


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

      


      Section
8.04. Return of Moneys
Held by Trustee and Paying Agent Unclaimed for Two Years. Any
moneys deposited with or paid to the Trustee or any paying agent for
the payment of the Principal of or interest on any Security of any series and
not applied but remaining unclaimed for two years after the date upon which such
Principal or interest shall have become due and payable, shall, upon the written
request of the Company and unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by the Trustee for such series or such paying agent, and the Holder of
the Security of such series shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property laws,
thereafter look only to the Company for any payment which such Holder may be
entitled to collect, and all liability of the Trustee or any paying agent with
respect to such moneys shall thereupon cease.

      


      Section
8.05. Defeasance and
Discharge of Indenture. The
Company shall
be deemed to have paid and shall be discharged from any and all obligations in
respect of the Securities of any series, on the 123rd day after the deposit
referred to in clause (i) hereof has been made, and the provisions of this
Indenture shall no longer be in effect with respect to the Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except as to: (a) rights of registration of
transfer and exchange, and the Company’s right of optional redemption, (b)
substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities, (c) rights of holders to receive payments of principal thereof and
interest thereon, upon the original stated due dates therefor (but not upon
acceleration), (d) the rights,

      
 

      
        
           


        

        
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      obligations
and immunities of the Trustee hereunder and (e) the rights of the
Securityholders of such series as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them; provided
that the following conditions shall have been satisfied:

      


      (i) with
reference to this provision the Company has deposited or caused to be
irrevocably deposited with the Trustee (or another qualifying trustee satisfying
the requirements of Section 7.11) as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the
Securities of such series, (A) money in an amount, or (B) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day
before the due date of any payment referred to in subclause (x) or (y) of this
clause (i) money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge without consideration of the
reinvestment of such interest and after payment of all federal, state and local
taxes or other charges and assessments in respect thereof payable by the Trustee
(x) the principal of, premium, if any, and each installment of interest on the
outstanding Securities of such series on the due dates thereof and (y) any
mandatory sinking fund payments or analogous 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 Securities of such series and the Indenture with
respect to the Securities of such series;

      


      (ii) the
Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the
effect that Holders of Securities of such series will not recognize income, gain
or loss for federal income tax purposes as a result of the Company’s exercise of
its option under this Section 8.05 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, which
Opinion of Counsel must be based upon a ruling of the Internal Revenue Service
to the same effect or a change in applicable federal income tax law or related
treasury regulations after the date of this Indenture or (y) a ruling directed
to the Trustee received from the Internal Revenue Service to the same effect as
the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the
effect that the creation of the defeasance trust does not violate the Investment
Company Act of 1940 and after the passage of 123 days following the deposit, the
trust fund will not be subject to the effect of Section 547 of the U.S.
Bankruptcy Code or Section 15 of the New York Debtor and Creditor
Law;

       

       

      
        
           


        

        
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      (iii) immediately
after giving effect to such deposit on a pro forma basis, no Event of Default,
or event that after the giving of notice or lapse of time or both would become
an Event of Default, shall have occurred and be continuing on the date of such
deposit or during the period ending on the 123rd day after the date of such
deposit, and such deposit shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the
Company is a party or by which the Company is bound;

      


      (iv) if at
such time the Securities of such series are listed on a national securities
exchange, the Company has delivered to the Trustee an Opinion of Counsel to the
effect that the Securities of such series will not be delisted as a result of
such deposit, defeasance and discharge;

      


      (v) the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge under this Section have been complied with; and

      


      (vi) if the
Securities of such series are to be redeemed prior to the final maturity thereof
(other than from mandatory sinking fund payments or analogous payments), notice
of such redemption shall have been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee shall have been
made.

      


      Section
8.06. Defeasance of
Certain Obligations. The
Company may omit
to comply with any term, provision or condition set forth in, and this Indenture
will no longer be in effect with respect to, any covenant established pursuant
to Section 2.03(r) and clause (c) (with respect to any covenants established
pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be deemed not
to be an Event of Default, if

      


      (a) with reference to
this Section 8.06, the Company has deposited or caused to be
irrevocably deposited with the Trustee (or another qualifying trustee satisfying
the requirements of Section 7.11) as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the
Securities of such series and the Indenture with respect to the Securities of
such series, (i) money in an amount or (ii) U.S. Government Obligations which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide not later than one day before the due dates
thereof or earlier redemption (irrevocably provided for under agreements
satisfactory to the Trustee), as the case may be, of any payment referred to in
subclause (x) or (y) of this clause (a) money in an amount, or (iii) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and

      


      
 

      
        
           


        

        
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      discharge
without consideration of the reinvestment of such interest and after payment of
all federal, state and local taxes or other charges and assessments in respect
thereof payable by the Trustee (x) the principal of, premium, if any, and each
installment of interest on the outstanding Securities on the due date thereof or
earlier redemption (irrevocably provided for under arrangements satisfactory to
the Trustee), as the case may be, and (y) any mandatory sinking fund payments or
analogous payments applicable to the Securities of such series and the Indenture
with respect to the Securities of such series on the day on which such payments
are due and payable in accordance with the terms of the Indenture and of
Securities of such series and the Indenture with respect to the Securities of
such series;

      


      (b) the
Company has delivered to the Trustee (i) an Opinion of Counsel to the effect
that Holders of Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of the Company’s exercise of
its option under this Section 8.06 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 and defeasance had not occurred and (ii) an Opinion of
Counsel to the effect that the creation of the defeasance trust does not violate
the Investment Company Act of 1940 and after the passage of 123 days following
the deposit, the trust fund will not be subject to the effect of Section 547 of
the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor
Law;

      


      (c) immediately
after giving effect to such deposit on a pro forma basis, no Event of Default,
or event that after the giving of notice or lapse of time or both would become
an Event of Default, shall have occurred and be continuing on the date of such
deposit or during the period ending on the 123rd day after the date of such
deposit, and such deposit shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the
Company is a party or by which the Company is bound;

      


      (d) if at
such time the Securities of such series are listed on a national securities
exchange, the Company has delivered to the Trustee an Opinion of Counsel to the
effect that the Securities of such series will not be delisted as a result of
such deposit, defeasance and discharge; and

      


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

      


      Section
8.07.
Reinstatement. If
the Trustee or paying agent is unable to apply
any monies or U.S. Government Obligations in accordance with Article 8 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the

       

      


      
        
           


        

        
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      Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article until such time as the Trustee or paying agent is permitted to
apply all such monies or U.S. Government Obligations in accordance with Article
8; provided, however,
that if the Company has made any payment of Principal of or interest on any
Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the monies or U.S. Government Obligations held by the Trustee or
paying agent.

      


      Section
8.08. Indemnity. The
Company shall pay and indemnify the Trustee
(or other qualifying trustee, collectively for purposes of this Section 8.08 and
Section 8.02, the “Trustee”) against any tax, fee or other charge, imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
8.01, 8.05 or 8.06 or the principal or interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of the Securities and any coupons appertaining thereto.

      


      Section
8.09. Excess Funds. Anything
in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon request
of the Company, any money or U.S. Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 8.01, 8.05 or 8.06
which, in the opinion of a nationally recognized firm of Independent Public
Accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect a discharge or defeasance, as applicable, in accordance with
this Article 8.

      


      Section
8.10. Qualifying Trustee. Any
trustee appointed pursuant to Section
8.05 or 8.06 for the purpose of holding money or U.S. Government Obligations
deposited pursuant to such Sections shall be appointed under an agreement in
form acceptable to the Trustee and shall provide to the Trustee a certificate,
upon which certificate the Trustee shall be entitled to conclusively rely, that
all conditions precedent provided for herein to the related defeasance have been
complied with. In no event shall the Trustee be liable for any acts or omissions
of said trustee

      


      


      ARTICLE
9


      AMENDMENTS, SUPPLEMENTS AND WAIVERS

      


      Section
9.01. Without Consent
of Holders. The
Company and the Trustee may
amend or supplement this Indenture or the Securities of any series without
notice to or the consent of any Holder:

      


      


      
        
           


        

        
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      (a) to cure
any ambiguity, defect or inconsistency in this Indenture; provided that such amendments
or supplements shall not materially and adversely affect the interests of the
Holders;

      


      
        (b)  to comply
with Article 5;

      

      


      (c) to comply
with any requirements of the Commission in connection with the qualification of
this Indenture under the Trust Indenture Act;

      


      (d) to
evidence and provide for the acceptance of appointment hereunder with respect to
the Securities of any or all series by a successor Trustee and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 7.09;

      


      (e) to
establish the form or forms or terms of Securities of any series or of the
coupons appertaining to such Securities as permitted by Section
2.03;

      


      (f) to
provide for uncertificated or Unregistered Securities and to make all
appropriate changes for such purpose; and

      


      (g) to make
any change that does not materially and adversely affect the rights of any
Holder.

      


      Section
9.02. With Consent of
Holders. Subject
to Sections 6.04 and 6.07, without
prior notice to any Holders, the Company and the Trustee may amend this
Indenture and the Securities of any series with the written consent of the
Holders of a majority in principal amount of the outstanding Securities of all
series affected by such amendment (all such series voting as a separate class),
and the Holders of a majority in principal amount of the outstanding Securities
of all series affected thereby (all such series voting as a separate class) by
written notice to the Trustee may waive future compliance by the Company with
any provision of this Indenture or the Securities of such series.

      


      Notwithstanding
the provisions of this Section 9.02, without the consent of each Holder affected
thereby, an amendment or waiver, including a waiver pursuant to Section 6.04,
may not:

      


      (a) change
the stated maturity of the Principal of, or any sinking fund obligation or any
installment of interest on, such Holder’s Security,

      


      (b) reduce
the Principal amount thereof or the rate of interest thereon (including any
amount in respect of original issue discount);

       

      


      
        
           


        

        
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      (c) reduce
the above stated percentage of outstanding Securities the consent of whose
holders is necessary to modify or amend the Indenture with respect to the
Securities of the relevant series; and

      


      (d) reduce
the percentage in principal amount of outstanding Securities of the relevant
series the consent of whose Holders is required for any supplemental indenture
or for any waiver of compliance with certain provisions of this Indenture or
certain Defaults and their consequences provided for in this
Indenture.

      


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

      


      It shall
not be necessary for the consent of any Holder under this Section 9.02 to
approve the particular form of any proposed amendment, supplement or waiver, but
it shall be sufficient if such consent approves the substance
thereof.

      


      After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall give to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver. 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. Revocation and
Effect of Consent. Until
an amendment or waiver
becomes effective, a consent to it by a Holder 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 Security of the consenting Holder, even if
notation of the consent is not made on any Security. However, any such Holder or
subsequent Holder may revoke the consent as to its Security or portion of its
Security. Such revocation shall be effective only if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective with
respect to any Securities affected thereby on receipt by the Trustee of written
consents from the requisite Holders of outstanding Securities affected
thereby.

      


      The
Company may, but shall not be obligated to, fix a record date (which may be not
less than five nor more than 60 days prior to the solicitation of consents) for
the purpose of determining the Holders of the Securities of any series affected
entitled to consent to any amendment, supplement or waiver. If a record date is
fixed, then, notwithstanding the immediately preceding paragraph,

      


       

      


      
        
           


        

        
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      those
Persons who were such Holders at such record date (or their duly designated
proxies) and only those Persons shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such Persons continue to be such Holders after such record date. No such consent
shall be valid or effective for more than 90 days after such record
date.

      


      After an
amendment, supplement or waiver becomes effective with respect to the Securities
of any series affected thereby, it shall bind every Holder of such Securities
unless it is of the type described in any of clauses (a) through (d) of Section
9.02. In case of an amendment or waiver of the type described in clauses (a)
through (d) of Section 9.02, the amendment or waiver shall bind each such Holder
who has consented to it and every subsequent Holder of a Security that evidences
the same indebtedness as the Security of the consenting Holder.

      


      Section
9.04. Notation on or
Exchange of Securities. If
an amendment, supplement
or waiver changes the terms of any Security, the Trustee may require the Holder
thereof to deliver it 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 of such series
thereafter authenticated. Alternatively, 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 of the same series and tenor that reflects the
changed terms.

      


      Section
9.05. Trustee to Sign
Amendments, Etc. The
Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of any amendment, supplement or waiver authorized
pursuant to this Article 9 is authorized or permitted by this Indenture, stating
that all requisite consents have been obtained or that no consents are required
and stating that such supplemental indenture constitutes the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to customary exceptions. The Trustee may, but shall not
be obligated to, execute any such amendment, supplement or waiver that affects
the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

      


      Section
9.06. Conformity with
Trust Indenture Act. Every
supplemental indenture
executed pursuant to this Article 9 shall conform to the requirements of the
Trust Indenture Act as then in effect.

      


      


       

      
        
           


        

        
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      ARTICLE
10


      MISCELLANEOUS

      


      Section
10.01. Trust Indenture
Act of 1939. This
Indenture shall incorporate
and be governed by the provisions of the Trust Indenture Act that are required
to be part of and to govern indentures qualified under the Trust Indenture
Act.

      


      Section
10.02. Notices. Any
notice or communication shall be sufficiently
given if written and (a) if delivered in person when received or (b) if mailed
by first class mail 5 days after mailing, or (c) as between the Company and the
Trustee if sent by facsimile transmission, when transmission is confirmed, in
each case addressed as follows:

      


      if to the
Company:

      


      Charles
River Laboratories International, Inc.


      251
Ballardvale Street

      Wilmington,
MA  01887

      Telecopy:
(978) 988-5665

      Attention:  General
Counsel

      


      if to the
Trustee:

      


      U.S. Bank
National Association


      [Address]

      Telecopy:

      Attention:

      


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

      


      Any
notice or communication shall be sufficiently given to Holders of any
Unregistered Securities, by publication at least once in an Authorized Newspaper
in The City of New York, or with respect to any Security the interest on which
is based on the offered quotations in the interbank Eurodollar market for dollar
deposits at least once in an Authorized Newspaper in London, and by mailing to
the Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as
were so furnished to the Trustee and to Holders of Registered Securities by
mailing to such Holders at their addresses as they shall appear on the Security
Register. Notice mailed shall be sufficiently given if so mailed within the time
prescribed. Copies of any such communication or notice to a Holder shall also be
mailed to the Trustee and each Agent at the same time.

      


      
        
           


        

        
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      Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders. Except as otherwise
provided in this Indenture, if a notice or communication is mailed in the manner
provided in this Section 10.02, it is duly given, whether or not the addressee
receives it.

      


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

      


      In case
it shall be impracticable to give notice as herein contemplated, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

      


      Section
10.03. 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:

      


      (a) an
Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

      


      (b) an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

      


      Section
10.04. Statements Required in Certificate
or Opinion. Each certificate
or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (other than the certificate required by Section 4.04) shall
include:

      


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

      


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

      


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

      


      
        
           


        

        
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      (d) a statement as to whether
or not, in the opinion of each 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 certificates of public officials.

      


      Section
10.05. Evidence of Ownership. The
Company, the Trustee and any
agent of the Company or the Trustee may deem and treat the Holder of any
Unregistered Security and the Holder of any coupon as the absolute owner of such
Unregistered Security or coupon (whether or not such Unregistered Security or
coupon shall be overdue) for the purpose of receiving payment thereof or on
account thereof and for all other purposes, and neither the Company, the
Trustee, nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary. The fact of the holding by any Holder of an Unregistered
Security, and the identifying number of such Security and the date of his
holding the same, may be proved by the production of such Security or by a
certificate executed by any trust company, bank, banker or recognized securities
dealer wherever situated satisfactory to the Trustee, if such certificate shall
be deemed by the Trustee to be satisfactory. Each such certificate shall be
dated and shall state that on the date thereof a Security bearing a specified
identifying number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the person named in such certificate.
Any such certificate may be issued in respect of one or more Unregistered
Securities specified therein. The holding by the person named in any such
certificate of any Unregistered Securities specified therein shall be presumed
to continue for a period of one year from the date of such certificate unless at
the time of any determination of such holding (1) another certificate bearing a
later date issued in respect of the same Securities shall be produced or (2) the
Security specified in such certificate shall be produced by some other Person,
or (3) the Security specified in such certificate shall have ceased to be
outstanding. Subject to Article 7, the fact and date of the execution of any
such instrument and the amount and numbers of Securities held by the Person so
executing such instrument may also be proven in accordance with such reasonable
rules and regulations as may be prescribed by the Trustee or in any other manner
which the Trustee may deem sufficient.

      


      The
Company, the Trustee and any agent of the Company or the Trustee may deem and
treat the person in whose name any Registered Security shall be registered upon
the Security Register for such series as the absolute owner of such Registered
Security (whether or not such Registered Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the Principal of and, subject
to the provisions of this Indenture, interest on such Registered Security and
for all other purposes; and neither the Company nor the Trustee nor any agent of
the Company or the Trustee shall be affected by any notice to the
contrary.

      


      


      
        
           


        

        
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      Section
10.06. Rules by Trustee, Paying Agent or
Registrar. The
Trustee may
make reasonable rules for action by or at a meeting of Holders. The Paying Agent
or Registrar may make reasonable rules for its functions.

      


      Section
10.07. Payment Date Other Than a Business
Day. Except
as otherwise
provided with respect to a series of Securities, if any date for payment of
Principal or interest on any Security shall not be a Business Day at any place
of payment, then payment of Principal of or interest on such Security, as the
case may be, need not be made on such date, but may be made on the next
succeeding Business Day at any place of payment with the same force and effect
as if made on such date and no interest shall accrue in respect of such payment
for the period from and after such date.

      


      Section
10.08. Governing Law. The
laws of the State of New York shall govern
this Indenture and the Securities.

      


      Section
10.09. No Adverse Interpretation of Other
Agreements. This Indenture
may not be used to interpret another indenture or loan or debt agreement of the
Company or any Subsidiary of the Company. Any such indenture or agreement may
not be used to interpret this Indenture.

      


      Section
10.10. Successors. All
agreements of the Company in this Indenture
and the Securities shall bind its successors. All agreements of the Trustee in
this Indenture shall bind its successors.

      


      Section
10.11. Duplicate Originals. The
parties may sign any number of copies
of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

      


      Section
10.12. Separability. 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.

      


      Section
10.13. Table of Contents, Headings,
Etc. The
Table of Contents and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms and provisions
hereof.

      


      Section
10.14. Incorporators, Stockholders,
Officers and Directors of Company Exempt from Individual
Liability. No recourse under or upon any obligation, covenant or
agreement contained in this Indenture or any indenture supplemental hereto, or
in any Security or any coupons appertaining thereto, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such
or against any past, present or future stockholder, officer,

      


      
        
           


        

        
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      director
or employee, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities and the coupons appertaining
thereto by the holders thereof and as part of the consideration for the issue of
the Securities and the coupons appertaining thereto.

      


      Section
10.15. Judgment Currency. The
Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the Principal of or interest on the Securities of any series (the
“Required Currency”)
into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a Business Day, then, to the extent
permitted by applicable law, the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in
The City of New York the Required Currency with the Judgment Currency on the
Business Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this
Indenture.

      


      


      


      
        
           


        

        
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      SIGNATURES

      


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

       

       

      
        


         

        
          	
                  (SEAL)

                   

                  Attest:

                	 
      	
                  CHARLES
      RIVER LABORATORIES 

                  INTERNATIONAL,
      INC.

                  as
      the Company

                	 
	 	 	 	 
	 	 	 	 
	 
      	 
      	
                  By:

                	 
      	 
	 	 	 	Name:	 
	 	 	 	Title:	 


        

         

         

        
          	
                  (SEAL)

                   

                  Attest:

                	 
      	
                  
                    U.S.
      BANK NATIONAL 

                    ASSOCIATION,

                    as
      the Trustee

                  

                	 
	 	 	 	 
	 	 	 	 
	 
      	 
      	
                  By:

                	 
      	 
	 	 	 	Name:	 
	 	 	 	Title:	 


        

        

 

      

      
        
           


        

        
          61

          
            

          

        

        
           


        

      


      
        


        
          	
                  STATE
      OF

                	
                  )

                	 
      
	 
      	
                  :

                	
                  ss

                
	
                  COUNTY
      OF

                	
                  )

                	 
      


        

        


        BEFORE
ME, the undersigned authority, on this __ day of ____________, 20___, personally
appeared ____________, ____________ of Charles River Laboratories International,
Inc., a Delaware corporation, known to me (or proved to me by introduction upon
the oath of a person known to me) to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he/she
executed the same as the act of such corporation for the purposes and
consideration herein expressed and in the capacity therein stated.

         

        GIVEN
UNDER MY HAND AND SEAL THIS __ DAY OF ______, 20__.

         

        (SEAL)

        
          	 
      
	 
      
	
                  NOTARY
      PUBLIC, STATE OF   ___________________

                
	
                  Print
      Name:  ______________________________________

                
	
                  Commission
      Expires: __________________________

                


        

        


        


        
          	
                  STATE
      OF

                	
                  )

                	 
      
	 
      	
                  :

                	
                  ss

                
	
                  COUNTY
      OF

                	
                  )

                	 
      


        

        


        BEFORE
ME, the undersigned authority, on this ____ day of __________, 20__, personally
appeared _________________, _______________
of                                       ,
a national banking association, known to me (or proved to me by introduction
upon the oath of a person known to me) to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me that he/she
executed the same as the act of such association for the purposes and
consideration herein expressed and in the capacity therein stated.

         

        GIVEN
UNDER MY HAND AND SEAL THIS ___ DAY OF ______, 20__.

         

        (SEAL)

        
          	 
      
	 
      
	
                  NOTARY
      PUBLIC, STATE OF   ___________________

                
	
                  Print
      Name:  ______________________________________

                
	
                  Commission
      Expires: __________________________

                


        

         

         

        62