Exhibit
4.2

    


    


    


    


    


    
      
        

      

    

     

    


    


    
        CHARLES RIVER LABORATORIES
INTERNATIONAL, INC. as the Company

    

    


    and

    


    U.S. BANK NATIONAL
ASSOCIATION

    


    as Trustee

    


    


    


    


    


    


    Subordinated 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

              	
                8

              
	
                Section 1.03.  Incorporation
      by Reference of Trust Indenture
      Act

              	
                8

              
	
                Section 1.04.  Rules
      of Construction

              	
                9

              
	 
    	 
    
	
                ARTICLE
2

              
	
                THE SECURITIES

              
	 
    	 
    
	
                Section 2.01.  Form
      and Dating

              	
                9

              
	
                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

              	
                15

              
	
                Section 2.06.  Paying
      Agent to Hold Money in Trust

              	
                16

              
	
                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

              	
                22

              
	
                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

              
	
                Section 4.02.  Maintenance
      of Office or Agency

              	
                30

              
	
                Section 4.03.  Securityholders’
      Lists

              	
                30

              


      

      


      i

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                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

              	
                33

              
	
                Section 6.03.  Other
      Remedies

              	
                35

              
	
                Section 6.04.  Waiver
      of Past Defaults

              	
                35

              
	
                Section 6.05.  Control
      by Majority

              	
                35

              
	
                Section 6.06.  Limitation
      on Suits

              	
                36

              
	
                Section 6.07.  Rights
      of Holders to Receive Payment

              	
                36

              
	
                Section 6.08.  Collection
      Suit by Trustee

              	
                36

              
	
                Section 6.09.  Trustee
      May File Proofs of Claim

              	
                37

              
	
                Section 6.10.  Application of
      Proceeds

              	
                37

              
	
                Section 6.11.  Restoration
      of Rights and Remedies

              	
                38

              
	
                Section
      6.12.  Undertaking
      for Costs

              	
                38

              
	
                Section 6.13.  Rights
      and Remedies Cumulative

              	
                39

              
	
                Section 6.14.  Delay
      or Omission not Waiver

              	
                39

              
	 
    	 
    
	
                ARTICLE
7

              
	
                TRUSTEE

              
	 
    	 
    
	
                Section 7.01.  General

              	
                39

              
	
                Section 7.02.  Certain
      Rights of Trustee

              	
                39

              
	
                Section 7.03.  Individual
      Rights of Trustee

              	
                41

              
	
                Section 7.04.  Trustee's
      Disclaimer

              	
                42

              
	
                Section 7.05.  Notice
      of Default

              	
                42

              
	
                Section 7.06.  Reports
      by Trustee to Holders

              	
                42

              
	
                Section 7.07.  Compensation and
      Indemnity

              	
                42

              
	
                Section 7.08.  Replacement
      of Trustee

              	
                43

              
	
                Section
      7.09.  Acceptance of
      Appointment by Successor

              	
                44

              
	
                Section 7.10.  Successor
      Trustee By Merger, Etc

              	
                45

              
	
                Section 7.11.  Eligibility

              	
                45

              
	
                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

              	
                  47

              
	
                Section 8.03.  Repayment
      of Moneys Held by Paying Agent

              	
                47

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

              	
                  47

              
	
                Section 8.05.  Defeasance
      and Discharge of Indenture

              	
                48

              
	
                Section 8.06.  Defeasance
      of Certain Obligations

              	
                49

              
	
                Section 8.07.  Reinstatement

              	
                51

              
	
                Section
      8.08.  Indemnity.

              	
                51

              
	
                Section
      8.09.  Excess
      Funds.

              	
                51

              
	
                Section
      8.10.  Qualifying
      Trustee.

              	
                51

              
	 
    	 
    
	
                ARTICLE
9

              
	
                AMENDMENTS, SUPPLEMENTS
      AND WAIVERS

              
	 
    	 
    
	
                Section 9.01.  Without
      Consent of Holders

              	
                52

              
	
                Section 9.02.  With
      Consent of Holders

              	
                52

              
	
                Section 9.03.  Revocation
      and Effect of Consent

              	
                53

              
	
                Section 9.04.  Notation
      on or Exchange of Securities

              	
                54

              
	
                Section 9.05.  Trustee
      to Sign Amendments, Etc

              	
                54

              
	
                Section 9.06.  Conformity
      with Trust Indenture Act

              	
                55

              
	 
    	 
    
	
                ARTICLE
  10

              
	
                MISCELLANEOUS

              
	 
    	 
    
	
                Section 10.01.  Trust
      Indenture Act of 1939

              	
                55

              
	
                Section 10.02.  Notices

              	
                55

              
	
                Section 10.03.  Certificate
      and Opinion as to Conditions Precedent

              	
                56

              
	
                Section 10.04.  Statements Required in
      Certificate or Opinion

              	
                56

              
	
                Section 10.05.  Evidence
      of Ownership

              	
                57

              
	
                Section 10.06.  Rules
      by Trustee, Paying Agent or Registrar

              	
                58

              
	
                Section 10.07.  Payment
      Date Other Than a Business Day

              	
                58

              
	
                Section 10.08.  Governing
      Law

              	
                58

              
	
                Section 10.09.  No Adverse
      Interpretation of Other Agreements

              	
                58

              
	
                Section 10.10.  Successors

              	
                58

              
	
                Section 10.11.  Duplicate
      Originals

              	
                58

              
	
                Section 10.12.  Separability

              	
                58

              
	
                Section 10.13.  Table
      of Contents, Headings, Etc

              	
                58

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

              	
                  58

              
	
                Section 10.15.  Judgment
      Currency

              	
                59

              


      

       

      iii


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      
        	
                ARTICLE
  11

              
	
                SUBORDINATION
      OF SECURITIES

              
	 
    	 
    
	
                Section 11.01.  Agreement to
      Subordinate

              	
                59

              
	
                Section 11.02.  Payments
      to Securityholders

              	
                60

              
	
                Section 11.03.  Subrogation
      of Securities

              	
                61

              
	
                Section 11.04.  Authorization
      by Securityholders

              	
                62

              
	
                Section 11.05.  Notice
      to Trustee

              	
                63

              
	
                Section 11.06.  Trustee’s Relation to
      Senior Indebtedness

              	
                64

              
	
                Section 11.07.  No
      Impairment of Subordination

              	
                64

              


      

    

     

    SIGNATURES

    


     

    


    


    


    


    


    iv

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    SUBORDINATED 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 subordinated 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

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    (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.

    


    “Bank Credit
Agreement” means each of (i) the Amended and Restated
Credit Agreement dated as of December 20, 2005 among the Company, the subsidiary
borrowers named therein, the Banks named on the signature pages thereof and U.S.
Bank National Association as administrative agent, as such Agreement has been and may be
amended, restated, supplemented or otherwise modified from time to time and (ii)
the Credit Agreement dated as of July 27, 2005 among the Company, Bank of
America, N.A., as administrative agent and the lenders named therein, as such Agreement has been and may
be amended, restated, supplemented or otherwise modified from time to time, and
includes any agreement extending the maturity of, or restructuring (including,
but not limited to, the inclusion of additional borrowers thereunder that are Subsidiaries of the
Company and whose obligations are guaranteed by the Company thereunder) all or
any portion of, the Debt under such Agreements or any successor agreements and
includes any agreement with one or more banks or other lending institutions refinancing all or any
portion of the Debt under such Agreement or any successor
agreements.

    


    “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

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    


    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
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

    


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    


    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.

    


    “Designated Senior
Indebtedness” means (i) Debt under the Bank Credit
Agreements and (ii) Debt constituting Senior Indebtedness which, at
the time of its
determination, (A) has an aggregate principal amount of at least $30 million and
(B) is specifically designated in the instrument evidencing such Senior
Indebtedness as “Designated
Senior Indebtedness” by the
Company.

    


    “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 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

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    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.

    


    “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.

    


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    


    “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.

    


    “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.

    


    “Senior
Indebtedness” means the principal of (and premium, if
any) and interest on all Debt of the Company whether created, incurred or
assumed before, on or after
the date of this Indenture; provided that such Senior Indebtedness shall not
include (i) Debt of the Company that, when incurred and without respect to any
election under Section 1111(b) of Title 11, U.S. Code, was without recourse,
(ii) any other Debt of the Company which by
the terms of the instrument creating or evidencing the same are specifically
designated as not being senior in right of payment to the Securities, and in
particular the Securities shall rank pari passu with all other debt securities and guarantees issued
to any trust, partnership or other entity affiliated with the Company which is a
financing vehicle of the Company in connection with an issuance of preferred
securities by such financing entity and (iii) redeemable stock of the Company.

    


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    


    “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
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

    


     

    
      
        
        

      

      
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    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

            
	
              Payment Blockage
      Period

            	
              11.02

            
	
              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 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.

    


     

    
      
        
        

      

      
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    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 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.

    


     

    
      
        
        

      

      
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    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;

    


    (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.

    


     

    
      
        
        

      

      
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    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 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 and shall be subordinated to the Senior Indebtedness pursuant to the
provisions of Article 11 hereof. There shall be established in or pursuant to
Board Resolution or one
or

    


    


     

    
      
        
        

      

      
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    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;

    


    (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;

    


    


    


     

    
      
        
        

      

      
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    (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 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

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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 “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.

    


     

    
      
        
        

      

      
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    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, 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

    


     

    
      
        
        

      

      
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    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.

    


    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

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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.

    


    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

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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.

    


    


    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

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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.

    


    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

    


    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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 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.

    


    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.

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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
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.

    


     

    
      
        
        

      

      
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    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 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.

    


     

    
      
        
        

      

      
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    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) 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

    


     

    
      
        
        

      

      
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    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
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.

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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.

    


    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: Subject to Article 11, 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

    


     

    
      
        
        

      

      
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    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: Subject to Article 11, 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.

    


    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

    


     

    
      
        
        

      

      
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    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.

    


    


    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

    


     

    
      
        
        

      

      
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    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;

    


    (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;

    


     

    
      
        
        

      

      
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    (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 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.

    


     

    
      
        
        

      

      
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    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 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

    


    


     

    
      
        
        

      

      
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    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.

    


    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

    


     

    
      
        
        

      

      
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    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 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

    


    


    
      
        
        

      

      
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    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 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

    


     

    
      
        
        

      

      
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    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 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 is not prohibited from making payments in respect of the Securities
by Article 11 hereof and 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

    


     

    
      
        
        

      

      
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    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
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. Funds and U.S. Government Obligations held
in trust under Section 8.01, 8.05 or 8.06 shall not be subject to the claims of the holders of Senior
Indebtedness under Article 11.

    


    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

    


     

    
      
        
        

      

      
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    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, 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

    


    


    
      
        
        

      

      
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    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;

    


    (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

    


    


     

    
      
        
        

      

      
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    (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 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

    


     

    
      
        
        

      

      
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    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 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

    


    


     

    
      
        
        

      

      
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    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:

    


    (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.

    


     

    
      
        
        

      

      
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    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);

    


    (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

    


     

    
      
        
        

      

      
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    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,
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
Securiy 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.

    


    


    


    


     

    
      
        
        

      

      
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    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.

    


    


    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.

    


     

    
      
        
        

      

      
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    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.

    


    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

     

     

    
      
        
        

      

      
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    express an informed
opinion as to whether or not such covenant or condition has been complied with;
and

    


    (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, 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

    


     

    
      
        
        

      

      
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    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.

    


    


    ARTICLE
11

    SUBORDINATION
OF SECURITIES

    


    Section
11.01.
Agreement to Subordinate. The Company covenants and agrees, and each Holder of Securities issued hereunder by his
acceptance thereof likewise covenants and agrees, that all Securities shall be
issued subject to the provisions of this Article; and each person holding any
Security, whether upon original issue or upon transfer, assignment or exchange thereof accepts and agrees
that the Principal of and interest on all Securities issued hereunder shall, to
the extent and in the manner herein set forth, be subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness.

    


    


     

    
      
        
        

      

      
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    Section
11.02.
Payments to Securityholders. No payments on account of Principal of or interest on the
Securities shall be made if at the time of such payment or immediately after giving effect thereto
there shall exist a default in any payment with respect to any Senior
Indebtedness, and such default shall not have been cured or waived or shall not
have ceased to exist. In addition, during the continuance of any default (other than a payment default)
with respect to Designated Senior Indebtedness pursuant to which the maturity
thereof may be accelerated, from and after the date of receipt by the Trustee of
written notice from the holders of such Designated Senior Indebtedness or from an agent of such
holders, stating that such default has occurred and is continuing, no payments
on account of Principal or interest in respect of the Securities may be made by
the Company for a period (“Payment Blockage Period”) commencing on the date of delivery of such
notice and ending 179 days thereafter (unless such Payment Blockage Period shall
be terminated by written notice to the Trustee from the holders of such
Designated Senior Indebtedness or from an agent of such holders, or such default has been cured or waived
or has ceased to exist). Only one Payment Blockage Period may be commenced with
respect to the Securities during any period of 360 consecutive days. No Event of
Default which existed or was continuing on the date of the commencement of any Payment Blockage
Period with respect to the Designated Senior Indebtedness initiating such
Payment Blockage Period shall be or be made the basis for the commencement of
any subsequent Payment Blockage Period by the holders of such Designated Senior Indebtedness, unless
such Event of Default shall have been cured or waived for a period of not less
than 90 consecutive days.

    


    Upon any payment or distribution of
assets of the Company of any kind or character, whether in cash, property
or securities, to creditors
upon any liquidation, dissolution, winding up, receivership, reorganization,
assignment for the benefit of creditors, marshalling of assets and liabilities
or any bankruptcy, insolvency or similar proceedings of the Company, all
amounts due or to become due upon all
Senior Indebtedness shall first be paid in full, in cash or cash equivalents, or
payment thereof provided for in accordance with its terms, before any payment is
made on account of the Principal of, or interest on the indebtedness evidenced by the Securities,
and upon any such liquidation, dissolution, winding up, receivership,
reorganization, assignment, marshalling or proceeding, any payment or
distribution of assets of the Company of any kind or character, whether
in cash, property or securities, to which
the Holders of the Securities or the Trustee under this Indenture would be
entitled, except for the provisions hereof, shall be paid by the Company or by
any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, directly to the holders of Senior Indebtedness (pro rata to such
holders on the basis of the respective amounts of Senior Indebtedness held by
such holders) or their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay all Senior Indebtedness in full
(including, without limitation, except to the
extent, if

    


     

    
      
        
        

      

      
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    any, prohibited by
mandatory provisions of law, post-petition interest, in any such proceedings),
after giving effect to any concurrent payment or distribution to or for
the holders of Senior Indebtedness, before any payment or distribution is made
to the holders of the indebtedness evidenced by the Securities or to the Trustee
under this Indenture.

    


    In the event that,
notwithstanding the
foregoing, any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, prohibited by the foregoing,
shall be received by the Trustee under this Indenture or the Holders of the
Securities before all Senior Indebtedness is paid in
full or provision is made for such payment in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness may have been
issued, as their respective interests may appear, for application to
the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in full
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

    


    For purposes of this Article, the words,
“cash, property or
securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan of
arrangement, reorganization
or readjustment, the payment of which is subordinated (at least to the extent
provided in this Article with respect to the Securities) to the payment of all
Senior Indebtedness which may at the time be outstanding; provided, that (i) the Senior Indebtedness is assumed by the
new corporation, if any, resulting from any such arrangement, reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are
not, without the consent of such holders, altered by such arrangement, reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the sale, conveyance or transfer of all or
substantially all of its property and assets to
another corporation upon the terms and conditions provided in Article 5 shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section if such other corporation shall, as a part of such consolidation, merger, sale,
conveyance or transfer, comply with the conditions stated in Article 5. Nothing
in this Section shall apply to claims of, or payments to, the Trustee under or
pursuant to Article 7. This Section shall be subject to the further provisions of Section
11.05.

    


    Section
11.03.
Subrogation of Securities. Subject to the payment in full
of all Senior Indebtedness,
the Holders of the Securities shall be subrogated to the rights of the holders
of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to the
Senior

    


     

    
      
        
        

      

      
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    Indebtedness until the
principal of and interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee on their behalf would be entitled except for the provisions of this Article, and
no payment over pursuant to the provisions of this Article to the holders of
Senior Indebtedness by Holders of the Securities or the Trustee on their behalf
shall, as between the Company, its creditors other than holders of Senior Indebtedness and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness; and no payments or distributions of cash,
property or securities to or for the benefit of the Securityholders pursuant to the subrogation provision
of this Article, which would otherwise have been paid to the holders of Senior
Indebtedness shall be deemed to be a payment by the Company to or for the
account of the Securities. It is understood that the provisions of this Article are and are intended
solely for the purpose of defining the relative rights of the holders of the
Securities, on the one hand, and the Holders of the Senior Indebtedness, on the
other hand.

    


    Nothing contained in this Article or
elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the
Securities the Principal of and interest on the Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders of the Securities and creditors of the Company other
than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Holder of any Security or the Trustee on his behalf from
exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to
the rights, if any, under this Article of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

    


    Upon any payment or
distribution of assets of
the Company referred to in this Article, the Trustee, subject to the provisions
of Sections 7.01 and 7.02, and the holders of the Securities shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction in
which such liquidation, dissolution,
winding up, receivership, reorganization, assignment or marshalling proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or
distribution, delivered to the Trustee or to
the Holders of the Securities, for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.

    


    Section
11.04.
Authorization by Securityholders. Each Holder of a Security by his acceptance thereof
authorizes the Trustee in
his behalf to take

    


     

    
      
        
        

      

      
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    such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.

    


    Section
11.05.
Notice to Trustee. The
Company shall give prompt written notice to the Trustee and to any paying
agent of any fact known to the Company which would prohibit the making of any
payment of moneys to or by the Trustee or any paying agent in respect of the
Securities pursuant to the provisions of this Article or would end such
prohibition. Regardless of anything to the contrary contained in this Article or
elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior
Indebtedness or of any default or event of default with respect to any Senior
Indebtedness or of any other facts which would prohibit the making of any
payment of moneys to or by the Trustee or which would end such prohibition, unless and until the Trustee
shall have received notice in writing at its principal Corporate Trust Office to
that effect signed by an officer of the Company, or by a holder or agent of a
holder of Senior Indebtedness or by the trustee under any indenture pursuant to which Senior
Indebtedness shall be outstanding, who shall have been certified by the Company
or otherwise established to the reasonable satisfaction of the Trustee to be
such holder or agent or trustee, and, prior to the receipt of any such written notice, the Trustee
shall, subject to Sections 7.01 and 7.02, be entitled to assume that no such
facts exist; provided that if on a date at least three Business Days prior to
the date upon which by the terms hereof any such moneys shall become payable for any purpose (including,
without limitation, the payment of the Principal of, or interest on any
Security) the Trustee shall not have received with respect to such moneys the
notice of prohibition provided for in this Section, then, regardless of anything herein to the contrary,
the Trustee shall have full power and authority to receive such moneys and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after such prior
date.

    


    Regardless of anything to the contrary
herein, nothing shall prevent (a) any payment by the Company or the Trustee to
the Securityholders of amounts in connection with a redemption of Securities if
(i) notice of such redemption has been given pursuant to
Article 3 prior to the receipt by the Trustee of written notice of prohibition
as aforesaid, and (ii) such notice of redemption is given not earlier than 60
days before the redemption date, or (b) any payment by the Trustee to the Securityholders of amounts
deposited with it pursuant to Sections 8.01, 8.05 or 8.06.

    


    The Trustee shall be entitled to rely on
the delivery to it of a written notice by a Person representing himself to be a
holder of Senior Indebtedness (or a trustee or agent on behalf of such holder)
to establish that such notice has been given by a holder of Senior Indebtedness
or a trustee or agent on behalf of any such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior

    


     

    
      
        
        

      

      
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    Indebtedness to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under
this Article, and if such evidence is not furnished the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

    


    Section
11.06.
Trustee’s Relation to Senior
Indebtedness. The Trustee
and any agent of the
Company or the Trustee shall be entitled to all the rights set forth in this
Article with respect to any Senior Indebtedness which may at any time be held by
it in its individual or any other capacity to the same extent as any other
holder of Senior Indebtedness and nothing in this Indenture shall deprive the
Trustee or any such agent, of any of its rights as such holder. Nothing in this
Article shall apply to claims of, or payments to, the Trustee under or pursuant to
7.07.

    


    With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article, and no
implied covenants or obligations with respect to the holders of
Senior Indebtedness shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and, subject to the provisions of Sections 7.01 and 7.02, the Trustee shall not be liable
to any holder of Senior Indebtedness if it shall pay over or deliver to Holders
of Securities, the Company or any other Person moneys or assets to which any
holder of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

    


    Section
11.07.
No Impairment of Subordination. No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be
charged with.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    
      
        
        

      

      
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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:

              	 


      



    


    
      
        
        

      

      
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              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:  __________________________________

              


      

      


    

     

    
      66