Exhibit
      4.10

     

    INDENTURE
      

     

    BETWEEN
      

     

    LEV
      PHARMACEUTICALS, INC. 

     

    AND
      

     

    ______________________,
      

     

    AS
      TRUSTEE 

     

    DATED
      AS
      OF                     ,
      200   

     

    SUBORDINATED
      DEBT SECURITIES 

    (Issuable
      in Series) 

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS 

     

    ARTICLE
      1 

     

    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION 

     

    
      	 	 	 	 	 
	
              Section 1.1

            	
                

            	
              Definitions

            	
                

            	
              1

            
	
              Section 1.2

            	
                

            	
              Incorporation
                by Reference of Trust Indenture Act

            	
                

            	
              7

            
	
              Section 1.3

            	
                

            	
              Compliance
                Certificates and Opinions

            	
                

            	
              8

            
	
              Section 1.4

            	
                

            	
              Form
                of Documents Delivered to Trustee

            	
                

            	
              8

            
	
              Section 1.5

            	
                

            	
              Acts
                of Holders; Record Dates

            	
                

            	
              9

            
	
              Section 1.6

            	
                

            	
              Notices,
                etc., to Trustee and Company

            	
                

            	
              10

            
	
              Section 1.7

            	
                

            	
              Notice
                to Holders; Waiver

            	
                

            	
              10

            
	
              Section 1.8

            	
                

            	
              Conflict
                with Trust Indenture Act

            	
                

            	
              11

            
	
              Section 1.9

            	
                

            	
              Effect
                of Headings and Table of Contents

            	
                

            	
              11

            
	
              Section 1.10

            	
                

            	
              Successors
                and Assigns

            	
                

            	
              11

            
	
              Section 1.11

            	
                

            	
              Separability
                Clause

            	
                

            	
              11

            
	
              Section 1.12

            	
                

            	
              Benefits
                of Indenture

            	
                

            	
              11

            
	
              Section 1.13

            	
                

            	
              Governing
                Law

            	
                

            	
              11

            
	
              Section 1.14

            	
                

            	
              Legal
                Holidays

            	
                

            	
              11

            
	
              Section 1.15

            	
                

            	
              Indenture
                and Securities Solely Corporate Obligations

            	
                

            	
              12

            
	
              Section 1.16

            	
                

            	
              Indenture
                May be Executed in Counterparts

            	
                

            	
              12

            
	 	 	 
	 	
                

            	
              ARTICLE
                2

            	
                

            	 
	 	 	 
	 	
                

            	
              SECURITY
                FORMS

            	
                

            	 
	 	 	 
	
              Section 2.1

            	
                

            	
              Forms
                Generally

            	
                

            	
              12

            
	
              Section 2.2

            	
                

            	
              Form
                of Trustee’s Certificate of Authentication

            	
                

            	
              13

            
	
              Section 2.3

            	
                

            	
              Global
                Securities

            	
                

            	
              13

            
	
              Section 2.4

            	
                

            	
              Form
                of Legend for Global Securities

            	
                

            	
              14

            
	
              Section
                2.5

            	
                

            	
              Form
                of Face of Security

            	
                

            	
              15

            
	
              Section
                2.6

            	
                

            	
              Form
                of Reverse of Security

            	
                

            	
              16

            
	 	 	 
	 	
                

            	
              ARTICLE
                3

            	
                

            	 
	 	 	 
	 	
                

            	
              THE
                SECURITIES

            	
                

            	 
	 	 	 
	
              Section 3.1

            	
                

            	
              Amount
                Unlimited; Issuable in Series

            	
                

            	
              19

            
	
              Section 3.2

            	
                

            	
              Denominations

            	
                

            	
              22

            
	
              Section 3.3

            	
                

            	
              Execution,
                Authentication, Delivery and Dating

            	
                

            	
              22

            
	
              Section 3.4

            	
                

            	
              Temporary
                Securities

            	
                

            	
              24

            
	
              Section 3.5

            	
                

            	
              Registration;
                Registration of Transfer and Exchange

            	
                

            	
              24

            
	
              Section 3.6

            	
                

            	
              Mutilated,
                Destroyed, Lost and Stolen Securities

            	
                

            	
              25

            
	
              Section 3.7

            	
                

            	
              Payment
                of Interest; Interest Rights Preserved

            	
                

            	
              26

            
	
              Section 3.8

            	
                

            	
              Persons
                Deemed Owners

            	
                

            	
              27

            
	
              Section 3.9

            	
                

            	
              Cancellation

            	
                

            	
              27

            
	
              Section 3.10

            	
                

            	
              Computation
                of Interest

            	
                

            	
              27

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 	 
	 	
                

            	
              ARTICLE
                4

            	
                

            	 
	 	 	 
	 	
                

            	
              SATISFACTION
                AND DISCHARGE

            	
                

            	 
	 	 	 
	
              Section 4.1

            	
                

            	
              Satisfaction
                and Discharge of Indenture

            	
                

            	
              27

            
	
              Section 4.2

            	
                

            	
              Application
                of Trust Money

            	
                

            	
              28

            
	
              Section 4.3

            	
                

            	
              Reinstatement

            	
                

            	
              28

            
	 	 	 
	 	
                

            	
              ARTICLE
                5

            	
                

            	 
	 	 	 
	 	
                

            	
              REMEDIES

            	
                

            	 
	 	 	 
	
              Section 5.1

            	
                

            	
              Events
                of Default

            	
                

            	
              29

            
	
              Section 5.2

            	
                

            	
              Acceleration
                of Maturity; Rescission and Annulment

            	
                

            	
              30

            
	
              Section 5.3

            	
                

            	
              Collection
                of Indebtedness and Suits for Enforcement by Trustee

            	
                

            	
              31

            
	
              Section 5.4

            	
                

            	
              Trustee
                May File Proofs of Claim

            	
                

            	
              31

            
	
              Section 5.5

            	
                

            	
              Trustee
                May Enforce Claims Without Possession of Securities

            	
                

            	
              32

            
	
              Section 5.6

            	
                

            	
              Application
                of Money Collected

            	
                

            	
              32

            
	
              Section 5.7

            	
                

            	
              Limitation
                on Suits

            	
                

            	
              33

            
	
              Section 5.8

            	
                

            	
              Right
                of Holders to Receive Principal, Premium and Interest

            	
                

            	
              33

            
	
              Section 5.9

            	
                

            	
              Restoration
                of Rights and Remedies

            	
                

            	
              33

            
	
              Section 5.10

            	
                

            	
              Rights
                and Remedies Cumulative

            	
                

            	
              33

            
	
              Section 5.11

            	
                

            	
              Delay
                or Omission Not Waiver

            	
                

            	
              34

            
	
              Section 5.12

            	
                

            	
              Control
                by Holders

            	
                

            	
              34

            
	
              Section 5.13

            	
                

            	
              Waiver
                of Past Defaults

            	
                

            	
              34

            
	
              Section 5.14

            	
                

            	
              Undertaking
                for Costs

            	
                

            	
              34

            
	 	 	 
	 	
                

            	
              ARTICLE
                6

            	
                

            	 
	 	 	 
	 	
                

            	
              THE
                TRUSTEE

            	
                

            	 
	 	 	 
	
              Section 6.1

            	
                

            	
              Certain
                Duties and Responsibilities

            	
                

            	
              35

            
	
              Section 6.2

            	
                

            	
              Notice
                of Defaults

            	
                

            	
              36

            
	
              Section 6.3

            	
                

            	
              Certain
                Rights of Trustee

            	
                

            	
              36

            
	
              Section 6.4

            	
                

            	
              Not
                Responsible for Recitals or Issuance of Securities

            	
                

            	
              37

            
	
              Section 6.5

            	
                

            	
              May
                Hold Securities and Act as Trustee under Other Indentures

            	
                

            	
              37

            
	
              Section 6.6

            	
                

            	
              Money
                Held in Trust

            	
                

            	
              37

            
	
              Section 6.7

            	
                

            	
              Compensation
                and Reimbursement

            	
                

            	
              37

            
	
              Section 6.8

            	
                

            	
              Conflicting
                Interests

            	
                

            	
              38

            
	
              Section 6.9

            	
                

            	
              Eligibility;
                Disqualification

            	
                

            	
              38

            
	
              Section 6.10

            	
                

            	
              Resignation
                and Removal; Appointment of Successor

            	
                

            	
              38

            
	
              Section 6.11

            	
                

            	
              Acceptance
                of Appointment by Successor

            	
                

            	
              39

            
	
              Section 6.12

            	
                

            	
              Merger,
                Conversion, Consolidation or Succession to Business

            	
                

            	
              40

            
	
              Section 6.13

            	
                

            	
              Preferential
                Collection of Claims Against Company

            	
                

            	
              40

            
	
              Section 6.14

            	
                

            	
              Appointment
                of Authenticating Agent

            	
                

            	
              40

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
                

            	
              ARTICLE
                7

            	
                

            	 
	 	 	 
	 	
                

            	
              HOLDERS’
                LISTS AND REPORTS BY TRUSTEE AND COMPANY

            	
                

            	 
	 	 	 
	
              Section 7.1

            	
                

            	
              Company
                to Furnish Trustee Names and Addresses of Holders

            	
                

            	
              42

            
	
              Section 7.2

            	
                

            	
              Preservation
                of Information; Communications to Holders

            	
                

            	
              42

            
	
              Section 7.3

            	
                

            	
              Reports
                by Trustee

            	
                

            	
              42

            
	
              Section 7.4

            	
                

            	
              Reports
                by Company

            	
                

            	
              43

            
	 	 	 
	 	
                

            	
              ARTICLE
                8

            	
                

            	 
	 	 	 
	 	
                

            	
              CONSOLIDATION,
                MERGER, CONVEYANCE, TRANSFER OR LEASE

            	
                

            	 
	 	 	 
	
              Section 8.1

            	
                

            	
              Company
                May Consolidate, etc., Only on Certain Terms

            	
                

            	
              43

            
	
              Section 8.2

            	
                

            	
              Successor
                Substituted

            	
                

            	
              43

            
	 	 	 
	 	
                

            	
              ARTICLE
                9

            	
                

            	 
	 	 	 
	 	
                

            	
              SUPPLEMENTAL
                INDENTURES

            	
                

            	 
	 	 	 
	
              Section 9.1

            	
                

            	
              Supplemental
                Indentures Without Consent of Holders

            	
                

            	
              43

            
	
              Section 9.2

            	
                

            	
              Supplemental
                Indentures with Consent of Holders

            	
                

            	
              44

            
	
              Section 9.3

            	
                

            	
              Execution
                of Supplemental Indentures

            	
                

            	
              45

            
	
              Section 9.4

            	
                

            	
              Effect
                of Supplemental Indentures

            	
                

            	
              45

            
	
              Section 9.5

            	
                

            	
              Conformity
                with Trust Indenture Act

            	
                

            	
              45

            
	
              Section 9.6

            	
                

            	
              Reference
                in Securities to Supplemental Indentures

            	
                

            	
              45

            
	 	 	 
	 	
                

            	
              ARTICLE
                10

            	
                

            	 
	 	 	 
	 	
                

            	
              COVENANTS

            	
                

            	 
	 	 	 
	
              Section 10.1

            	
                

            	
              Payment
                of Principal, Premium and Interest

            	
                

            	
              46

            
	
              Section 10.2

            	
                

            	
              Maintenance
                of Office or Agency

            	
                

            	
              46

            
	
              Section 10.3

            	
                

            	
              Money
                for Securities Payments to be Held in Trust

            	
                

            	
              46

            
	
              Section 10.4

            	
                

            	
              Statement
                by Officers as to Default

            	
                

            	
              47

            
	
              Section 10.5

            	
                

            	
              Existence

            	
                

            	
              47

            
	
              Section 10.6

            	
                

            	
              All
                Securities to be Equally and Ratably Secured

            	
                

            	
              47

            
	
              Section 10.7

            	
                

            	
              Maintenance
                of Properties

            	
                

            	
              47

            
	
              Section 10.8

            	
                

            	
              Payment
                of Taxes and Other Claims

            	
                

            	
              48

            
	
              Section 10.9

            	
                

            	
              Waiver
                of Certain Covenants

            	
                

            	
              48

            
	
              Section 10.10

            	
                

            	
              Additional
                Amounts

            	
                

            	
              48

            


    

     

    
      	 	 	 
	 	
                

            	
              ARTICLE
                11

            	
                

            	 
	 	 	 
	 	
                

            	
              REDEMPTION
                OF SECURITIES

            	
                

            	 
	 	 	 
	
              Section 11.1

            	
                

            	
              Applicability
                of Article

            	
                

            	
              49

            
	
              Section 11.2

            	
                

            	
              Election
                to Redeem; Notice to Trustee

            	
                

            	
              49

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      	
              Section 11.3

            	
                

            	
              Selection
                by Trustee of Securities to Be Redeemed

            	
                

            	
              49

            
	
              Section 11.4

            	
                

            	
              Notice
                of Redemption

            	
                

            	
              49

            
	
              Section 11.5

            	
                

            	
              Deposit
                of Redemption Price

            	
                

            	
              50

            
	
              Section 11.6

            	
                

            	
              Securities
                Payable on Redemption Date

            	
                

            	
              50

            
	
              Section 11.7

            	
                

            	
              Securities
                Redeemed in Part

            	
                

            	
              50

            
	 	 	 
	 	
                

            	
              ARTICLE
                12

            	
                

            	 
	 	 	 
	 	
                

            	
              SINKING
                FUNDS

            	
                

            	 
	 	 	 
	
              Section 12.1

            	
                

            	
              Applicability
                of Article

            	
                

            	
              51

            
	
              Section 12.2

            	
                

            	
              Satisfaction
                of Sinking Fund Payments with Securities

            	
                

            	
              51

            
	
              Section 12.3

            	
                

            	
              Redemption
                of Securities for Sinking Fund

            	
                

            	
              51

            
	 	 	 
	 	
                

            	
              ARTICLE
                13

            	
                

            	 
	 	 	 
	 	
                

            	
              DEFEASANCE
                AND COVENANT DEFEASANCE

            	
                

            	 
	 	 	 
	
              Section 13.1

            	
                

            	
              Company’s
                Option to Effect Defeasance or Covenant Defeasance

            	
                

            	
              52

            
	
              Section 13.2

            	
                

            	
              Defeasance
                and Discharge

            	
                

            	
              52

            
	
              Section 13.3

            	
                

            	
              Covenant
                Defeasance

            	
                

            	
              52

            
	
              Section 13.4

            	
                

            	
              Conditions
                to Defeasance or Covenant Defeasance

            	
                

            	
              53

            
	
              Section 13.5

            	
                

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

            	
                

            	
              54

            
	
              Section 13.6

            	
                

            	
              Reinstatement

            	
                

            	
              54

            
	 	 	 
	 	
                

            	
              ARTICLE
                14

            	
                

            	 
	 	 	 
	 	
                

            	
              SUBORDINATION

            	
                

            	 
	 	 	 
	
              Section 14.1

            	
                

            	
              Securities
                Subordinated to Senior Indebtedness

            	
                

            	
              55

            
	
              Section 14.2

            	
                

            	
              Right
                of Trustee to Hold Senior Indebtedness

            	
                

            	
              55

            
	
              Section 14.3

            	
                

            	
              Subordination
                Not to Prevent Events of Default

            	
                

            	
              55

            
	
              Section 14.4

            	
                

            	
              No
                Fiduciary Duty of Trustee to Holders of Senior
                Indebtedness

            	
                

            	
              55

            
	
              Section 14.5

            	
                

            	
              Article Applicable
                to Paying Agent

            	
                

            	
              55

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    LEV
      PHARMACEUTICALS, INC. 

     

    This
      Cross Reference Sheet shows the location in the Indenture of the provisions
      inserted pursuant to Sections 310 through 318, inclusive, of the Trust
      Indenture Act of 1939: 

     

    
      	
              Section 310

            	
                

            	
              (a) (1)

            	
                

            	 	
                

            	
              6.9

            
	 	
                

            	
              (a)
                (2)

            	
                

            	 	
                

            	
              6.9

            
	 	
                

            	
              (a)
                (3)

            	
                

            	 	
                

            	
              6.9

            
	 	
                

            	
              (a)
                (4)

            	
                

            	 	
                

            	
              Not
                Applicable

            
	 	
                

            	
              (a)
                (5)

            	
                

            	 	
                

            	
              6.9

            
	 	
                

            	
              (b)

            	
                

            	 	
                

            	
              6.8,
                6.10

            
	 	
                

            	
              (c)

            	
                

            	 	
                

            	
              Not
                Applicable

            
	
              Section 311

            	
                

            	
              (a)

            	
                

            	 	
                

            	
              6.13

            
	 	
                

            	
              (b)

            	
                

            	 	
                

            	
              6.13

            
	 	
                

            	
              (c)

            	
                

            	 	
                

            	
              Not
                Applicable

            
	
              Section 312

            	
                

            	
              (a)

            	
                

            	 	
                

            	
              7.1,
                7.2

            
	 	
                

            	
              (b)

            	
                

            	 	
                

            	
              7.2

            
	 	
                

            	
              (c)

            	
                

            	 	
                

            	
              7.2

            
	
              Section 313

            	
                

            	
              (a)

            	
                

            	 	
                

            	
              7.3

            
	 	
                

            	
              (b)

            	
                

            	 	
                

            	
              7.3

            
	 	
                

            	
              (c)

            	
                

            	 	
                

            	
              7.3

            
	 	
                

            	
              (d)

            	
                

            	 	
                

            	
              7.3

            
	
              Section 314

            	
                

            	
              (a)
                (1)

            	
                

            	 	
                

            	
              7.4

            
	 	
                

            	
              (a)
                (2)

            	
                

            	 	
                

            	
              7.4

            
	 	
                

            	
              (a)
                (3)

            	
                

            	 	
                

            	
              7.4

            
	 	
                

            	
              (a)
                (4)

            	
                

            	 	
                

            	
              1.1,
                10.4

            
	 	
                

            	
              (b)

            	
                

            	 	
                

            	
              Not
                Applicable

            
	 	
                

            	
              (c)
                (1)

            	
                

            	 	
                

            	
              1.3

            
	 	
                

            	
              (c)
                (2)

            	
                

            	 	
                

            	
              1.3

            
	 	
                

            	
              (c)
                (3)

            	
                

            	 	
                

            	
              Not
                Applicable

            
	 	
                

            	
              (d)

            	
                

            	 	
                

            	
              Not
                Applicable

            
	 	
                

            	
              (e)

            	
                

            	 	
                

            	
              1.3

            
	
              Section 315

            	
                

            	
              (a)

            	
                

            	 	
                

            	
              6.1

            
	 	
                

            	
              (b)

            	
                

            	 	
                

            	
              6.2

            
	 	
                

            	
              (c)

            	
                

            	 	
                

            	
              6.1

            
	 	
                

            	
              (d)

            	
                

            	 	
                

            	
              6.1

            
	 	
                

            	
              (e)

            	
                

            	 	
                

            	
              5.14

            
	
              Section 316

            	
                

            	
              (a)

            	
                

            	 	
                

            	
              1.1

            
	 	
                

            	
              (a) (1) (A)

            	
                

            	 	
                

            	
              5.2,
                5.12

            
	 	
                

            	
              (a)
                (1) (B)

            	
                

            	 	
                

            	
              5.13

            
	 	
                

            	
              (a)
                (2)

            	
                

            	 	
                

            	
              Not Applicable

            
	 	
                

            	
              (b)

            	
                

            	 	
                

            	
              5.8

            
	 	
                

            	
              (c)

            	
                

            	 	
                

            	
              1.5

            
	
              Section 317

            	
                

            	
              (a)
                (1)

            	
                

            	 	
                

            	
              5.3

            


    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

     

    
      	 	
                

            	
              (a)
                (2)

            	
                

            	 	
                

            	
              5.4

            
	 	
                

            	
              (b)

            	
                

            	 	
                

            	
              10.3

            
	
              Section 318

            	
                

            	
              (a)

            	
                

            	 	
                

            	
              1.8

            


    

     

    NOTE:
      This Cross Reference Sheet is not part of the Indenture. 

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

       

      INDENTURE

    

     

    INDENTURE,
      dated as of             ,
      between
      LEV PHARMACEUTICALS, INC., a Delaware corporation (the “Company”),
      having its principal office at             ,
      and
                    ,
      as
      trustee, (the “Trustee”),
      the
      office of the Trustee at which at the date hereof its corporate trust business
      is principally administered being                     .
      

     

    RECITALS
      

     

    The
      Company has duly authorized the execution and delivery of this Indenture to
      provide for the issuance from time to time of its subordinated debentures,
      notes
      or other evidences of indebtedness (the “Securities”),
      to be
      issued in one or more series as herein provided. 

     

    This
      Indenture is subject to the provisions of the Trust Indenture Act and the rules
      and regulations of the Commission promulgated thereunder that are required
      to be
      part of this Indenture and, to the extent applicable, shall be governed by
      such
      provisions. 

     

    All
      things necessary to make this Indenture a valid agreement of the Company, in
      accordance with its terms, have been done. 

     

    NOW,
      THEREFORE, for and in consideration of the premises and the purchase of the
      Securities by the Holders thereof, each party agrees for the benefit of the
      other party and for the equal and ratable benefit of the Holders of the
      Securities, or of series thereof, issued under this Indenture, as follows:
      

     

    ARTICLE
      1 

     

    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION 

     

    Section 1.1
      Definitions.
      

     

    For
      all
      purposes of this Indenture, except as otherwise expressly provided or unless
      the
      context otherwise requires: 

     

    (1) the
      terms defined in this Article have the meanings assigned to them in this Article
      and include the plural as well as the singular; 

     

    (2) all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with generally accepted accounting principles in the United States
      of America, and, except as otherwise herein expressly provided, the term
“generally accepted accounting principles” with respect to any computation
      required or permitted hereunder shall mean such accounting principles in the
      United States of America as are generally accepted as of the time when and
      for
      the period as to which such accounting principles are to be applied;


     

    (3) “or”
is
      not
      exclusive; 

     

    (4) any
      reference to an “Article”
or
      a
“Section”
refers
      to an Article or a Section, as the case may be, of this Indenture; 

     

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

     

    (6) certain
      terms, used principally in Article 6,
      are
      defined in Section 1.2.
      

     

    “Act,”
when
      used with respect to any Holder, has the meaning specified in Section 1.5.
      

     

    “Additional
      Amounts”
means
      any additional amounts that are required by the express terms of a Security
      or
      by or pursuant to a Board Resolution, under circumstances specified therein
      or
      pursuant thereto, to be paid by the Company with respect to certain taxes,
      assessments or other governmental charges imposed on certain Holders and that
      are owing to such Holders. 

     

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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Authenticating
      Agent”
means
      any Person, which may include the Company, authorized by the Trustee pursuant
      to
Section 6.14
      to act
      on behalf of the Trustee to authenticate Securities of one or more series.
      

     

    “Authorized
      Newspaper”
means
      a
      newspaper of general circulation in the New York, New York area, printed in
      the
      English language and customarily published on each Business Day, whether or
      not
      published on Saturdays, Sundays or holidays. Whenever successive weekly
      publications in an Authorized Newspaper are required hereunder they may be
      made
      (unless otherwise expressly provided herein) on the same or different days
      of
      the week and in the same or in different Authorized Newspapers. 

     

    “Bankruptcy
      Law”
means
      Title 11, U.S. Code, or any similar federal or state law for the relief of
      debtors. 

     

    “Board”
or
      “Board
      of Trustees”
means
      either the board of trustees of the Company or any duly authorized committee
      thereof. 

     

    “Board
      Resolution”
means
      a
      copy of a resolution certified by the Secretary or an Assistant Secretary of
      the
      Company to have been duly adopted by the Board of Trustees and to be in full
      force and effect on the date of such certification, and delivered to the
      Trustee. 

     

    “Business
      Day,”
when
      used with respect to any Place of Payment, means each Monday, Tuesday,
      Wednesday, Thursday and Friday which is not a day on which banking institutions
      in that Place of Payment, or the city in which the Corporate Trust Office is
      located, are authorized or obligated by law or executive order to close.


     

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

     

    “Common
      Shares”
      includes any shares of beneficial interest of any class of the Company which
      has
      no preference in respect of dividends or of amounts payable in the event of
      any
      voluntary or involuntary liquidation, dissolution or winding-up of the Company
      and which is not subject to redemption by the Company. 

     

    “Company”
means
      the Person named as the “Company”
in
      the
      first paragraph of this instrument until a successor Person shall have become
      such pursuant to the applicable provisions of this Indenture, and thereafter
      “Company” shall mean such successor Person. 

     

    “Company
      Request”
or
      “Company
      Order”
means,
      respectively, a written request or order signed in the name of the Company
      by
      its Chairman of the Board, its Chief Executive Officer, its President or a
      Vice
      President, and by its principal financial officer, its Controller, an Assistant
      Controller, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
      Secretary, and delivered to the Trustee. 

     

    “Corporate
      Trust Office”
means
      the corporate trust office of the Trustee at [    ],
      Attention: Corporate Trust Department, or such other office, designated by
      the
      Trustee by written notice to the Company, at which at any particular time its
      corporate trust business shall be administered. 

     

    “Covenant
      Defeasance”
has
      the
      meaning specified in Section 13.3.
      

     

    “Custodian”
means
      any receiver, trustee, assignee, liquidator or similar official under any
      Bankruptcy Law. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Default”
means,
      with respect to the Securities of any series, any event, act or condition that
      is, or after notice or the passage of time or both would be, an Event of Default
      with respect to Securities of such series. 

     

    “Defaulted
      Interest”
has
      the
      meaning specified in Section 3.7.
      

     

    “Defeasance”
has
      the
      meaning specified in Section 13.2.
      

     

    “Depositary”
means,
      with respect to Securities of any series issuable in whole or in part in the
      form of one or more Global Securities, The Depository Trust Company, New York,
      New York, another clearing agency, or any successor, registered under the
      Exchange Act that is designated to act as Depositary for such Securities as
      contemplated by Section 3.1.
      

     

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

     

    “euro”
or
      “euros”
means
      the currency adopted by those nations participating in the third stage of the
      economic and monetary union provisions of the Treaty on European Union, signed
      at Maastricht on February 7, 1992. 

     

    “European
      Economic Area”
means
      the member nations of the European Economic Area pursuant to the Oporto
      Agreement on the European Economic Area dated May 2, 1992, as amended.


     

    “European
      Union”
means
      the member nations of the European Union established by the Treaty of European
      Union, signed at Maastricht on February 2, 1992, which amended the Treaty
      of Rome establishing the European Community. 

     

    “Event
      of Default”
has
      the
      meaning specified in Section 5.1.
      

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934 and any statute successor thereto, in each
      case as amended from time to time. 

     

    “Exchange
      Rate”
has
      the
      meaning specified in Section 3.2.
      

     

    “Expiration
      Date”
has
      the
      meaning specified in Section 1.5.
      

     

    “Foreign
      Government Obligation”
means
      with respect to Securities of any series which are not denominated in the
      currency of the United States of America (x) any security which is
      (i) a direct obligation of the government which issued or caused to be
      issued the currency in which such security is denominated and for the payment
      of
      which obligations its full faith and credit is pledged or, with respect to
      Securities of any series which are denominated in euros, a direct obligation
      of
      any member nation of the European Union for the payment of which obligation
      the
      full faith and credit of the respective nation is pledged so long as such nation
      has a credit rating at least equal to that of the highest rated member nation
      of
      the European Economic Area, or (ii) an obligation of a Person controlled or
      supervised by and acting as an agency or instrumentality of a government
      specified in clause (i) above the payment of which is unconditionally
      guaranteed as a full faith and credit obligation by the such government, which,
      in either case (i) or (ii), is not callable or redeemable at the option of
      the issuer thereof, and (y) any depositary receipt issued by a bank (as
      defined in Section 3(a)(2)
      of the
      Securities Act) as custodian with respect to any Foreign Government Obligation
      which is specified in clause (x) above and held by such bank for the
      account of the holder of such depositary receipt, or with respect to any
      specific payment of principal of or interest on any Foreign Government
      Obligation which is so specified and held, 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 depositary receipt from any amount received by
      the
      custodian in respect of the Foreign Government Obligation or the specific
      payment of principal or interest evidenced by such depositary receipt.


     

    “Global
      Security”
means
      a
      Security that evidences all or part of the Securities of any series and bears
      the legend set forth in Section 2.4
      (or such
      legend as may be specified as contemplated by Section 3.1
      for such
      Securities). 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Holder”
means
      a
      Person in whose name a Security is registered in the Security Register.


     

    “Indenture”
means
      this instrument as originally executed and as it may from time to time be
      supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof, including, for all purposes
      of this instrument and any such supplemental indenture, the provisions of the
      Trust Indenture Act that are deemed to be a part of and govern this instrument
      and any such supplemental indenture, respectively. The term “Indenture”
shall
      also include the terms of particular series of Securities established as
      contemplated by Section 3.1;
      provided, however, that if at any time more than one Person is acting as Trustee
      under this Indenture due to the appointment of one or more separate Trustees
      for
      any one or more separate series of Securities, “Indenture”
shall
      mean, with respect to such series of Securities for which any such Person is
      Trustee, this instrument as originally executed or as it may from time to time
      be supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof and shall include the terms
      of
      particular series of Securities for which such Person is Trustee established
      as
      contemplated by Section 3.1,
      exclusive, however, of any provisions or terms which relate solely to other
      series of Securities for which such Person is not Trustee, regardless of when
      such terms or provisions were adopted, and exclusive of any provisions or terms
      adopted by means of one or more indentures supplemental hereto executed and
      delivered after such Person had become such Trustee, but to which such person,
      as such Trustee, was not a party; provided, further that in the event that
      this
      Indenture is supplemented or amended by one or more indentures supplemental
      hereto which are only applicable to certain series of Securities, the term
      “Indenture”
for
      a
      particular series of Securities shall exclude provisions or terms which relate
      solely to other series of Securities. 

     

    “Interest,”
when
      used with respect to an Original Issue Discount Security, which by its terms
      bears interest only after Maturity, means interest payable after Maturity.
      

     

    “Interest
      Payment Date,”
when
      used with respect to any Security, means the Stated Maturity of an installment
      of interest on such Security. 

     

    “Investment
      Company Act”
means
      the Investment Company Act of 1940 and any statute successor thereto, in each
      case as amended from time to time. 

     

    “Judgment
      Currency”
has
      the
      meaning specified in Section 5.6.
      

     

    “Maturity,”
when
      used with respect to any Security, means the date on which the principal of
      such
      Security or an installment of principal becomes due and payable as therein
      or
      herein provided, whether at the Stated Maturity or by declaration of
      acceleration, repurchase at the option of the Holder, call for redemption or
      otherwise. 

     

    “Mortgage”
means
      and includes any mortgage, pledge, lien, security interest, conditional sale
      or
      other title retention agreement or other similar encumbrance. 

     

    “Notice
      of Default”
means
      a
      written notice of the kind specified in Section 5.1(4).
      

     

    “Officers’
      Certificate”
means
      a
      certificate signed by the Chairman of the Board, the Chief Executive Officer,
      the President or a Vice President, and by the principal financial officer,
      the
      Treasurer, the Controller, an Assistant Treasurer, an Assistant Controller,
      the
      Secretary or an Assistant Secretary, of the Company, and delivered to the
      Trustee. One of the officers signing an Officers’ Certificate given pursuant to
Section 10.4
      shall be
      the principal executive, financial or accounting officer of the Company.


     

    “Opinion
      of Counsel”
means
      a
      written opinion of legal counsel, who may be, without limitation, (a) an
      employee of the Company, or (b) outside counsel designated by the Company,
      rendered, if applicable, in accordance with Section 314(c)
      of the
      Trust Indenture Act. 

     

    “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 5.2.
      

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Outstanding”
when
      used with respect to Securities, means, as of the date of determination, all
      Securities theretofore authenticated and delivered under this Indenture, except
      

     

    (1) Securities
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation; 

     

    (2) Securities
      for whose payment or redemption money in the necessary amount has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company) in trust or set aside and segregated in trust by the Company (if the
      Company shall act as its own Paying Agent) for the Holders of such Securities;
      provided that, if such Securities are to be redeemed, notice of such redemption
      has been duly given pursuant to this Indenture or provision therefor
      satisfactory to the Trustee has been made; 

     

    (3) Securities
      which have been paid pursuant to Section 3.6
      or in
      exchange for or in lieu of which other Securities have been authenticated and
      delivered pursuant to this Indenture, other than any such Securities in respect
      of which there shall have been presented to the Trustee proof satisfactory
      to it
      that such Securities are held by a bona fide purchaser in whose hands such
      Securities are valid obligations of the Company; provided, however, that unless
      otherwise provided with respect to any Securities of any series pursuant to
      Section 3.1,
      in
      determining whether the Holders of the requisite principal amount of the
      Outstanding Securities have given, made or taken any request, demand,
      authorization, direction, notice, consent, waiver or other action hereunder
      as
      of any date, (A) the principal amount of an Original Issue Discount
      Security which shall be deemed to be Outstanding shall be the amount of the
      principal thereof which would be due and payable as of such date upon
      acceleration of the Maturity thereof to such date pursuant to Section 5.2,
      (B) if, as of such date, the principal amount payable at the Stated
      Maturity of a Security is not determinable, the principal amount of such
      Security which shall be deemed to be Outstanding shall be the amount as
      specified or determined as contemplated by Section 3.1,
      (C) the principal amount of a Security denominated in one or more non-U.S.
      dollar currencies or currency units which shall be deemed to be Outstanding
      shall be the U.S. dollar equivalent, determined as of such date in the manner
      provided as contemplated by Section 3.1,
      of the
      principal amount of such Security (or, in the case of a Security described
      in
clause
      (A) or
      (B) above,
      of the amount determined as provided in such clause), and (D) Securities
      owned by the Company or any other obligor upon the Securities or any Subsidiary
      of the Company or of such other obligor 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, waiver or other action, only Securities which a Responsible
      Officer of the Trustee knows to be so owned shall be so disregarded. Securities
      so owned which have been pledged in good faith may be regarded as Outstanding
      if
      the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
      so to act with respect to such Securities and that the pledgee is not the
      Company or any other obligor upon the Securities or any Subsidiary of the
      Company or of such other obligor. 

     

    “Paying
      Agent”
means
      any Person, which may include the Company, authorized by the Company to pay
      the
      principal of or any premium or interest on, or any Additional Amounts with
      respect to, any one or more series of Securities on behalf of the Company.
      

     

    “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
      or formula for determining the rate or rates of interest thereon, if any, the
      Maturity thereof and the redemption provisions, if any, with respect thereto,
      are to be determined by the Company upon the issuance of such Securities.


     

    “Person”
means
      any individual, corporation, limited liability company, partnership, joint
      venture, incorporated or unincorporated association, joint-stock company, trust,
      unincorporated organization or government or any agency or political subdivision
      thereof or other entity of any kind. 

     

    “Place
      of Payment,”
when
      used with respect to the Securities of any series, means the place or places
      where the principal of and any premium and interest on, or any Additional
      Amounts with respect to, the Securities of that series are payable as specified
      as contemplated by Section 3.1
      and
10.2.
      

     

    “Predecessor
      Security”
of
      any
      particular Security means every previous Security evidencing all or a portion
      of
      the same debt as that evidenced by such particular Security; and, for the
      purposes of this definition, any Security authenticated and delivered under
      Section 3.6
      in
      exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
      shall
      be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
      Security. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Preferred
      Shares”
as
      applied to the shares of beneficial interest of the Company means shares of
      beneficial interest of any class or classes (however designated) which is
      preferred as to the payment of dividends, or as to the distribution of assets
      upon any voluntary or involuntary liquidation or dissolution of the Company,
      over Common Shares of the Company. 

     

    “Record
      Date”
means
      any Regular Record Date or Special Record Date. 

     

    “Redemption
      Date,”
when
      used with respect to any Security to be redeemed, means the date fixed for
      such
      redemption by or pursuant to the terms of such Security and this Indenture.
      

     

    “Redemption
      Price,”
when
      used with respect to any Security to be redeemed, means the price at which
      it is
      to be redeemed pursuant to the terms of such Security and this Indenture.


     

    “Regular
      Record Date”
for
      the
      interest payable on any Interest Payment Date on the Securities of any series
      means any date specified for that purpose as contemplated by Section 3.1,
      or, if
      not so specified, the first day of the calendar month of the month of such
      Interest Payment Date if such Interest Payment Date is the fifteenth day of
      the
      calendar month, or the fifteenth day of the calendar month preceding such
      Interest Payment Date if such Interest Payment Date is the first day of a
      calendar month, whether or not such day shall be a Business Day. 

     

    “Required
      Currency”
has
      the
      meaning specified in Section 5.6.
      

     

    “Responsible
      Officer”
means,
      when used with respect to the Trustee, an officer of the Trustee in the
      Corporate Trust Office assigned and duly authorized by the Trustee to administer
      its corporate trust matters. 

     

    “Securities”
has
      the
      meaning stated in the first recital of this Indenture and more particularly
      means any debentures, notes or other evidences of indebtedness of the Company
      authenticated and delivered under this Indenture. 

     

    “Securities
      Act”
means
      the Securities Act of 1933 and any statute successor thereto, in each case
      as
      amended from time to time. 

     

    “Security
      Custodian”
means,
      with respect to Securities of a series issued in global form, the Trustee for
      Securities of such series, acting in its capacity as custodian with respect
      to
      the Securities of such series, or any successor entity thereto. 

     

    “Security
      Register”
and
      “Security
      Registrar”
have
      the respective meanings specified in Section 3.5.
      

     

    “Senior
      Indebtedness”
of
      the
      Company, means with respect to the Securities of a series as contemplated by
      Section 3.1,
      the
      indebtedness specified in such Securities or in the supplemental indenture
      pursuant to which such Securities are issued. Different series of Securities
      may
      be subordinated to different Senior Indebtedness, and one series of Securities
      may be subordinated to another series of Securities, all as and to the extent
      provided in the relevant documentation for each issue of Securities.


     

    “Special
      Record Date”
for
      the
      payment of any Defaulted Interest means a date fixed by the Trustee pursuant
      to
Section 3.7.
      

     

    “Stated
      Maturity,”
when
      used with respect to any Security or any installment of principal thereof or
      interest thereon, means the date specified in such Security as the fixed date
      on
      which the principal of such Security or such installment of principal or
      interest is due and payable. 

     

    “Subsidiary”
means
      any Person of which the Company at the time owns or controls, directly or
      indirectly, more than 50% of the shares of outstanding stock or other equity
      interests having general voting power under ordinary circumstances to elect
      a
      majority of the board of directors, managers or trustees, as the case may be,
      of
      such Person (irrespective of whether or not at the time stock of any other
      class
      or classes or other equity interests of such corporation shall have or might
      have voting power by reason of the happening of any contingency). 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Trust
      Indenture Act”
means
      the Trust Indenture Act of 1939 as in force at the date as of which this
      instrument was executed; provided, however, that in the event the Trust
      Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
      to the extent required by any such amendment, the Trust Indenture Act of 1939
      as
      so amended. 

     

    “Trustee”
means
      the Person named as the “Trustee” in the first paragraph of this instrument
      until a successor Trustee shall have become such pursuant to the applicable
      provisions of this Indenture, and thereafter “Trustee” 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.


     

    “United
      States”
means
      the United States of America (including the states thereof and the District
      of
      Columbia) and its “possessions”, which include Puerto Rico, the U.S. Virgin
      Islands, Guam, American Somoa, Wake Island and the Northern Mariana Islands.
      

     

    “United
      States Alien”
means
      any Person who, for United States federal income tax purposes, is a foreign
      corporation, a nonresident alien individual, a nonresident alien or foreign
      fiduciary of an estate or trust, or a foreign partnership. 

     

    “U.S.
      Government Obligation”
means
      (x) any security which is (i) a direct obligation of the United States
      of America for the payment of which the full faith and credit of the United
      States of America is pledged or (ii) an obligation of a Person controlled
      or supervised by and acting as an agency or instrumentality of the United States
      of America the payment of which is unconditionally guaranteed as a full faith
      and credit obligation by the United States of America, which, in either case
      (i) or (ii), is not callable or redeemable at the option of the issuer
      thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2)
      of the
      Securities Act) as custodian with respect to any U.S. Government Obligation
      which is specified in clause (x) above and held by such bank for the
      account of the holder of such depositary receipt, or with respect to any
      specific payment of principal of or interest on any U.S. Government Obligation
      which is so specified and held, 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 depositary receipt from any amount received by the custodian
      in
      respect of the U.S. Government Obligation or the specific payment of principal
      or interest evidenced by such depositary receipt. 

     

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

     

    “Yield
      to Maturity”
means,
      when used with respect to any Original Issue Discount Security, the yield to
      maturity, if any, set forth on the face thereof. 

     

    Section 1.2
      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
      Trust Indenture Act terms used in this Indenture have the following meanings:
      

     

    “indenture
      securities”
means
      the Securities. 

     

    “indenture
      security holder”
means
      a
      Holder. 

     

    “indenture
      to be qualified”
means
      this Indenture. 

     

    “indenture
      trustee”
or
      “institutional
      trustee”
means
      the Trustee. 

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

    Section 1.3
      Compliance
      Certificates and Opinions.
      

     

    Except
      as
      otherwise expressly provided by this Indenture, upon any application or request
      by the Company to the Trustee to take any action under any provision of this
      Indenture, the Company shall furnish to the Trustee such certificates and
      opinions as may be required under the Trust Indenture Act. Each such certificate
      or opinion shall be given in the form of an Officers’ Certificate, if to be
      given by an officer of the Company, or an Opinion of Counsel, if to be given
      by
      counsel, and shall comply with the requirements of the Trust Indenture Act
      and
      any other requirements set forth in this Indenture. 

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than pursuant to Section 10.4)
      shall
      include, 

     

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

     

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

     

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

     

    (4) a
      statement as to whether, in the opinion of each such Person, such condition
      or
      covenant has been complied with. 

     

    Section 1.4
      Form
      of Documents Delivered to Trustee.
      

     

    In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents. 

     

    Any
      certificate or opinion of an officer of the Company may be based, insofar as
      it
      relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such officer knows, or in the exercise of reasonable care
      should know, that the certificate or opinion or representations with respect
      to
      the matters upon which his or her certificate or opinion is based are erroneous.
      Any such certificate or opinion of counsel may be based, insofar as it relates
      to factual matters, upon a certificate or opinion of, or representations by,
      an
      officer or officers of the Company stating that the information with respect
      to
      such factual matters is in the possession of the Company unless such counsel
      knows, or in the exercise of reasonable care should know, that the certificate
      or opinion or representations with respect to such matters are erroneous.


     

    Any
      certificate or opinion of an officer of the Company or of counsel may be based,
      insofar as it relates to accounting matters, upon a certificate or opinion
      of or
      representations by an accountant or firm of accountants employed or retained
      by
      the Company unless such officer or counsel, as the case may be, knows, or in
      the
      exercise of reasonable care should know, that the certificate or opinions or
      representations as to such accounting matters are erroneous. 

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one instrument.
      

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section 1.5
      Acts
      of Holders; Record Dates.
      

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Indenture to be given, made or taken by
      Holders of the Outstanding Securities of all series or one or more series,
      as
      the case may be, may be embodied in and evidenced by one or more instruments
      of
      substantially similar tenor signed by such Holders in person or by agent duly
      appointed in writing; and, except as herein otherwise expressly provided, such
      action shall become effective when such instrument or instruments are delivered
      to the Trustee and, where it is hereby expressly required, to the Company.
      The
      Trustee shall promptly deliver to the Company copies of all such instrument
      or
      instruments delivered to the Trustee. Such instrument or instruments (and the
      action embodied therein and evidenced thereby) are herein sometimes referred
      to
      as the “Act”
of
      the
      Holders signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Indenture and (subject to Section 6.1)
      conclusive in favor of the Trustee and the Company, if made in the manner
      provided in this Section. 

     

    The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by a certificate
      of a
      notary public or other officer authorized by law to take acknowledgments of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him or her the execution thereof. Where such execution is by
      a
      signer acting in a capacity other than his or her individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of his or her
      authority. The fact and date of the execution of any such instrument or writing,
      or the authority of the Person executing the same, may also be proved in any
      other manner that the Trustee deems sufficient. 

     

    The
      ownership, date of holding, principal amount and serial numbers of Securities
      shall be proved by the Security Register. 

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or other
      Act
      of the Holder of any Security shall bind every future Holder of the same
      Security and the Holder of every Security issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done, omitted or suffered to be done by the Trustee, the Company in
      reliance thereon, whether or not notation of such action is made upon such
      Security. Any consent or waiver of the Holder of any Security shall be
      irrevocable for a period of six months after the date of execution thereof,
      but
      otherwise any such Holder or subsequent Holder may revoke the request, demand,
      authorization, direction, notice, consent or other Act as to his Security or
      portion of his Security; provided, however, that such revocation shall be
      effective only if the Trustee receives the notice of revocation before the
      date
      the Act becomes effective. 

     

    The
      Company may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to give, make or take
      any request, demand, authorization, direction, vote, notice, consent, waiver
      or
      other action provided or permitted by this Indenture to be given, made or taken
      by Holders of Securities of such series, provided that the Company may not
      set a
      record date for, and the provisions of this paragraph shall not apply with
      respect to, the giving or making of any notice, declaration, request or
      direction referred to in the next paragraph. If any record date is set pursuant
      to this paragraph, the Holders of Outstanding Securities of the relevant series
      on such record date, and no other Holders, shall be entitled to take the
      relevant action, whether or not such Holders remain Holders after such record
      date; provided that no such action shall be effective hereunder unless taken
      on
      or prior to the applicable Expiration Date by Holders of the requisite principal
      amount of Outstanding Securities of such series on such record date. Nothing
      in
      this paragraph shall be construed to prevent the Company from setting a new
      record date for any action for which a record date has previously been set
      pursuant to this paragraph (whereupon the record date previously set shall
      automatically and with no action by any Person be canceled and of no effect),
      and nothing in this paragraph shall be construed to render ineffective any
      action taken by Holders of the requisite principal amount of Outstanding
      Securities of the relevant series on the date such action is taken. Promptly
      after any record date is set pursuant to this paragraph, the Company, at its
      own
      expense, shall cause notice of such record date, the proposed action by Holders
      and the applicable Expiration Date to be given to the Trustee in writing and
      to
      each Holder of Securities of the relevant series in the manner set forth in
      Section 1.7.
      

     

    The
      Trustee may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to join in the giving
      or making of (i) any Notice of Default, (ii) any declaration of
      acceleration referred to in Section 5.2,
      (iii) any request to institute proceedings referred to in Section 5.7(2)
      or
      (iv) any direction referred to in Section 5.12,
      in each
      case with respect to Securities of such series. If any record date is set
      pursuant to this paragraph, the Holders of Outstanding Securities of such series
      on such record date, and no other Holders, shall be entitled to join in such
      notice, declaration, request or direction, whether or not such Holders remain
      Holders after such record date; provided that no such action shall be effective
      hereunder unless taken on or prior to the applicable Expiration Date by Holders
      of the requisite principal amount of Outstanding Securities of such series
      on
      such record date. Nothing in this paragraph shall be construed to prevent the
      Trustee from setting a new record date for any action for which a record date
      has previously been set pursuant to this paragraph (whereupon the record date
      previously set shall automatically and with no action by any Person be canceled
      and of no effect), and nothing in this paragraph shall be construed to render
      ineffective any action taken by Holders of the requisite principal amount of
      Outstanding Securities of the relevant series on the date such action is taken.
      Promptly after any record date is set pursuant to this paragraph, the Trustee,
      at the Company’s expense, shall cause notice of such record date, the proposed
      action by Holders and the applicable Expiration Date to be given to the Company
      in writing and to each Holder of Securities of the relevant series in the manner
      set forth in Section 1.7.
      

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    With
      respect to any record date set pursuant to this Section, the party hereto which
      sets such record dates may designate any day as the “Expiration
      Date”
and
      from time to time may change the Expiration Date to any earlier or later day;
      provided that no such change shall be effective unless notice of the proposed
      new Expiration Date is given to the other party hereto in writing, and to each
      Holder of Securities of the relevant series in the manner set forth in
Section 1.7,
      on or
      prior to the existing Expiration Date. If an Expiration Date is not designated
      with respect to any record date set pursuant to this Section 1.5,
      the
      party hereto which set such record date shall be deemed to have initially
      designated the 180th day after such record date as the Expiration Date with
      respect thereto, subject to its right to change the Expiration Date as provided
      in this paragraph. Notwithstanding the foregoing, no Expiration Date shall
      be
      later than the 180th day after the applicable record date. 

     

    Without
      limiting the foregoing, a Holder entitled hereunder to take any action hereunder
      with regard to any particular Security may do so with regard to all or any
      part
      of the principal amount of such Security or by one or more duly appointed agents
      each of which may do so pursuant to such appointment with regard to all or
      any
      part of such principal amount. 

     

    Section 1.6
      Notices,
      etc., to Trustee and Company.
      

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Holders or other document provided or permitted by this Indenture to be made
      upon, given or furnished to, or filed with, 

     

    (1) the
      Trustee by any Holder or by the Company shall be sufficient for every purpose
      hereunder if made, given, furnished or filed in writing (or by facsimile
      transmissions, provided that oral confirmation of receipt shall have been
      received) to or with the Trustee at its Corporate Trust Office, Attention:
      Corporate Trust Department, or 

     

    (2) the
      Company by the Trustee or by any Holder shall be sufficient for every purpose
      hereunder (unless otherwise herein expressly provided) if in writing and
      furnished by certified mail, return receipt requested, personally delivered
      or
      furnished via overnight courier to the Company addressed to it at the address
      of
      its principal office specified in the first paragraph of this instrument or
      at
      any other address previously furnished in writing to the Trustee by the Company,
      Attention: Chief Financial Officer. 

     

    Section 1.7
      Notice
      to Holders; Waiver.
      

     

    Where
      this Indenture provides for notice to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first-class postage prepaid, or delivered by hand or overnight
      courier to each Holder affected by such event, at its address as it appears
      in
      the Security Register, not later than the latest date (if any), and not earlier
      than the earliest date (if any), prescribed for the giving of such notice.
      Neither the failure to mail or deliver by hand or overnight courier any notice,
      nor any defect in any notice so mailed or delivered by hand or overnight
      courier, to any particular Holder shall affect the sufficiency of such notice
      with respect to other Holders. 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. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    In
      case
      by reason of the suspension of regular mail service or by reason of any other
      cause it shall be impracticable to give notice to Holders of Securities by
      mail,
      then such notification as shall be made with the approval of the Trustee shall
      constitute a sufficient notification for every purpose hereunder. In any case
      in
      which notice to Holders of Securities is given by mail, neither the failure
      to
      mail such notice, nor any defect in any notice so mailed, to any particular
      Holder of a Security, shall affect the sufficiency of such notice with respect
      to other Holders of Securities. 

     

    Section 1.8
      Conflict
      with Trust Indenture Act.
      

     

    If
      any
      provision hereof limits, qualifies or conflicts with a provision of the Trust
      Indenture Act or another provision hereof required to be included in this
      Indenture by any of the provisions of the Trust Indenture Act, the latter
      provision shall control. If any provision of this Indenture modifies or excludes
      any provision of the Trust Indenture Act, which may be so modified or excluded,
      the latter provision shall be deemed to apply to this Indenture as so modified
      or to be excluded, as the case may be. 

     

    Section 1.9
      Effect
      of Headings and Table of Contents.
      

     

    The
      Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction hereof. 

     

    Section 1.10
      Successors
      and Assigns.
      

     

    All
      covenants and agreements in this Indenture by the Company shall bind its
      successors and assigns, whether or not so expressed. All agreements of the
      Trustee in this Indenture shall bind its successor. 

     

    Section 1.11
      Separability
      Clause.
      

     

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

     

    Section 1.12
      Benefits
      of Indenture.
      

     

    Nothing
      in this Indenture or in the Securities, express or implied, shall give to any
      Person, other than the parties hereto and their successors hereunder, any
      Authenticating Agent, Paying Agent or Security Registrar, and the Holders and
      any holders of Senior Indebtedness, any benefit or any legal or equitable right,
      remedy or claim under this Indenture. 

     

    Section 1.13
      Governing
      Law.
      

     

    THIS
      INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE
      PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF
      ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

     

    Section 1.14
      Legal
      Holidays.
      

     

    Unless
      otherwise provided with respect to any Security or Securities pursuant to
Section 3.1,
      in any
      case where any Interest Payment Date, Redemption Date, sinking fund payment
      date, or Stated Maturity or Maturity or other payment date of any Security
      or
      the last date on which a Holder has the right to convert a Security at a
      particular conversion price shall not be a Business Day at any Place of Payment,
      then (notwithstanding any other provision of this Indenture or of the Securities
      (other than a provision of any Security which specifically states that such
      provision shall apply in lieu of this Section)) payment of interest or principal
      (and premium, if any) or, if applicable to a particular series of Securities,
      conversion need not be made at such Place of Payment on such date, but may
      be
      made on the next succeeding Business Day at such Place of Payment with the
      same
      force and effect as if made on the Interest Payment Date or Redemption Date,
      at
      the Stated Maturity or on such last day for conversion, as the case may be.
      

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section 1.15
      Indenture
      and Securities Solely Corporate Obligations.
      

     

    No
      recourse for the payment of the principal of or premium, if any, or interest
      on
      any Security, or for any claim based thereon or otherwise in respect thereof,
      and no recourse under or upon any obligation, covenant or agreement of the
      Company in this Indenture or in any supplemental indenture or in any Security,
      or because of the creation of any indebtedness represented thereby, shall be
      had, directly or indirectly, against any incorporator, subscriber to the shares
      of beneficial interest (or capital stock or membership interests (as
      applicable)), shareholder, stockholder, member, employee, agent, manager,
      officer, trustee or director, as such, past, present or future, of the Company
      or the Trustee or of any predecessor or successor corporation, either directly
      or through the Company or the Trustee or any predecessor or successor
      corporation, whether by virtue of any constitution, statute or rule of law,
      or
      by the enforcement of any assessment or penalty or otherwise; it being expressly
      understood that this Indenture and the obligations issued hereunder are solely
      corporate obligations and that no such personal liability whatever shall attach
      to, or is or shall be incurred by, any incorporator, subscriber to the shares
      of
      beneficial interest (or capital stock or membership interests (as applicable)),
      shareholder, stockholder, member, employee, agent, manager, officer, trustee
      or
      director, as such, of the Company or the Trustee or of any predecessor or
      successor corporation, because of the creation of the indebtedness hereby
      authorized, or under or by reason of the obligations, covenants or agreements
      contained in this Indenture or in any of the Securities or implied therefrom;
      and that any and all such personal liability of every name and nature, either
      at
      common law or in equity or by constitution or statute, of, and any and all
      such
      rights and claims against, every such incorporator, subscriber to the shares
      of
      beneficial interest (or capital stock or membership interests (as applicable)),
      shareholder, stockholder, member, employee, agent, manager, officer, trustee
      or
      director, as such, because of the creation of the indebtedness hereby
      authorized, or under or by reason of the obligations, covenants or agreements
      contained in this Indenture, any supplemental indenture hereto, any certificate
      or other writing delivered in connection herewith, or in any of the Securities
      or implied therefrom, are hereby expressly waived and released as a condition
      of, and as a consideration for, the execution of this Indenture and the issuance
      of such Securities. By accepting a Security, each Holder agrees to the
      provisions of this Section 1.15
      and
      waives and releases all such liability. Such waiver and release shall be part
      of
      the consideration for the issuance of the Securities. 

     

    Section 1.16
      Indenture
      May be Executed in Counterparts.
      

     

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

     

    ARTICLE
      2 

     

    SECURITY
      FORMS 

     

    Section 2.1
      Forms
      Generally.
      

     

    The
      Securities of each series shall be in such form or forms as shall be established
      by or pursuant to one or more Board Resolutions and set forth in such Board
      Resolutions, or, to the extent established pursuant to, rather than set forth
      in, such Board Resolutions, an Officers’ Certificate detailing such
      establishment, 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 such letters,
      numbers or other marks of identification and such legends or endorsements placed
      thereon as may be required to comply with any applicable law or with any rules
      or regulations pursuant thereto, or any rules of any securities exchange or
      Depositary therefor or as may, consistently herewith, be determined by the
      officers executing such Securities, as evidenced by their execution thereof.
      If
      the form of Securities of any series is established by action taken pursuant
      to
      a Board Resolution, or, to the extent established pursuant to, rather than
      set
      forth in, such Board Resolutions, an Officers’ Certificate detailing such
      establishment, a copy of an appropriate record of such action shall be certified
      by the Secretary or an Assistant Secretary of the Company and delivered to
      the
      Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.3
      for the
      authentication and delivery of such Securities. Any such Board Resolution,
      Officers’ Certificate or record of such action shall have attached thereto a
      true and correct copy of the form of Security referred to therein approved
      by or
      pursuant to such Board Resolution or Officers’ Certificate. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    The
      definitive Securities shall be printed, lithographed or engraved on steel
      engraved borders or may be produced in any other manner, all as determined
      by
      the officers executing such Securities, as evidenced by their execution of
      such
      Securities. 

     

    Section 2.2
      Form
      of Trustee’s Certificate of Authentication.
      

     

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

     

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

     

    
      	 	 	 
	 	
              

              [Trustee],
                as Trustee

            
	 	 


    

     

    
      	 	 	 
	 	By:  	 
	 	
              

              Authorized
                Officer

            


    

     

    Section 2.3
      Global
      Securities.
      

     

    If
      the
      Company shall establish pursuant to Section 3.1
      that the
      Securities of a particular series are to be issued in whole or in part in the
      form of one or more Global Securities, then the Company shall execute and the
      Trustee shall, in accordance with Section 3.3
      and the
      Company Order delivered to the Trustee thereunder, authenticate and deliver
      such
      Global Security or Securities, which (i) shall represent, and shall be
      denominated in an amount equal to the aggregate principal amount of the
      Outstanding Securities of such series to be represented by such Global Security
      or Securities, (ii) may provide that the aggregate amount of Outstanding
      Securities represented thereby may from time to time be increased or reduced
      to
      reflect exchanges, (iii) shall be registered in the name of the Depositary
      for such Global Security or Securities or its nominee, (iv) shall be
      delivered by the Trustee to the Depositary or pursuant to the Depositary’s
      instruction and (v) shall bear a legend in accordance with the requirements
      of the Depositary. 

     

    Notwithstanding
      any other provision of this Section or of Section 3.5,
      except
      as contemplated by the provisions of this Section 2.3
      below,
      unless the terms of a Global Security expressly permit such Global Security
      to
      be exchanged in whole or in part for individual Securities, a Global Security
      may be transferred, in whole but not in part and in the manner provided in
      Section 3.5,
      only to
      a nominee of the Depositary for such Global Security, or to the Depositary,
      or
      to a successor Depositary for such Global Security selected or approved by
      the
      Company, or to a nominee of such successor Depositary. 

     

    If
      at any
      time the Depositary for a Global Security notifies the Company that it is
      unwilling or unable to continue as the Depositary for such Global Security
      or if
      at any time the Depositary for the Securities for such series shall no longer
      be
      eligible or in good standing under the Exchange Act, or other applicable statute
      or regulation, the Company shall appoint a successor Depositary with respect
      to
      such Global Security. If a successor Depositary for such Global Security 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 a Company Order for the authentication and delivery
      of
      Securities of such series in the form of definitive certificates in exchange
      for
      such Global Security, will authenticate and deliver Securities of such series
      in
      the form of definitive certificates of like tenor and terms in an aggregate
      principal amount equal to the principal amount of the Global Security in
      exchange for such Global Security. Such Securities will be issued to and
      registered in the name of such Person or Persons as are specified by the
      Depositary. 

     

    The
      Company may at any time and in its sole discretion determine that the Securities
      of any series issued or issuable in the form of one or more Global Securities
      shall no longer be represented by such Global Security or Securities. In any
      such event the Company will execute, and the Trustee, upon receipt of a Company
      Request for the authentication and delivery of Securities in the form of
      definitive certificates in exchange in whole or in part for such Global
      Security, will authenticate and deliver without service charge to each Person
      specified by the Depositary Securities in the form of definitive certificates
      of
      like tenor and terms in an aggregate principal amount equal to the principal
      amount of such Global Security representing such series, or the aggregate
      principal amount of such Global Securities representing such series, in exchange
      for such Global Security or Securities. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    If
      specified by the Company pursuant to Section 3.1
      with
      respect to Securities issued or issuable in the form of a Global Security,
      the
      Depositary for such Global Security may surrender such Global Security in
      exchange in whole or in part for Securities in the form of definitive
      certificates of like tenor and terms 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 each
      Person specified by such Depositary a new Security or Securities of the same
      series of like tenor and terms and any authorized denomination as requested
      by
      such Person in aggregate principal amount equal to and in exchange for such
      Person’s beneficial interest in the Global Security and (B) to such
      Depositary a new Global Security of like tenor and terms and in an authorized
      denomination equal to the difference, if any, between the principal amount
      of
      the surrendered Global Security and the aggregate principal amount of Securities
      delivered to Holders thereof. 

     

    In
      any
      exchange provided for in any of the preceding three paragraphs, the Company
      shall execute and the Trustee shall authenticate and deliver Securities in
      the
      form of definitive certificates in authorized denominations. Upon the exchange
      of the entire principal amount of a Global Security for Securities in the form
      of definitive certificates, such Global Security shall be canceled by the
      Trustee. Except as provided in the immediately preceding subparagraph,
      Securities issued in exchange for a Global Security pursuant to this
Section 2.3
      shall be
      registered in such names and in such authorized denominations as the Depositary
      for such Global Security, acting pursuant to instructions from its direct or
      indirect participants or otherwise, shall instruct the Trustee. Provided that
      the Company and the Trustee have so agreed, the Trustee shall deliver such
      Securities to the Persons in whose names the Securities are so to be registered.
      

     

    Any
      endorsement of a Global Security to reflect the principal amount thereof, or
      any
      increase or decrease in such principal amount, or changes in the rights of
      Holders of Outstanding Securities represented thereby shall be made in such
      manner and by such Person or Persons as shall be specified in or pursuant to
      any
      applicable letter of representations or other arrangement entered into with,
      or
      procedures of, the Depositary with respect to such Global Security or in the
      Company Order delivered or to be delivered pursuant to Section 3.3
      or
Section 3.4
      with
      respect thereto. Subject to the provisions of Section 3.3
      and, if
      applicable, Section 3.4,
      the
      Trustee shall deliver and redeliver any such Global Security in the manner
      and
      upon instructions given by the Person or Persons specified in or pursuant to
      any
      applicable letter of representations or other arrangement entered into with,
      or
      procedures of, the Depositary with respect to such Global Security or in any
      applicable Company Order. If a Company Order pursuant to Section 3.3
      or
Section 3.4
      is so
      delivered, any instructions by the Company with respect to such Global Security
      contained therein shall be in writing but need not be accompanied by or
      contained in an Officers’ Certificate and need not be accompanied by an Opinion
      of Counsel. 

     

    The
      Depositary or, if there be one, its nominee, shall be the Holder of a Global
      Security for all purposes under this Indenture; and beneficial owners with
      respect to such Global Security shall hold their interests pursuant to
      applicable procedures of such Depositary. The Company, the Trustee, the Paying
      Agent and the Security Registrar shall be entitled to deal with such Depositary
      for all purposes of this Indenture relating to such Global Security (including
      the payment of principal, premium, if any, and interest and any Additional
      Amounts with respect to such Global Security and the giving of instructions
      or
      directions by or to the beneficial owners of such Global Security as the sole
      Holder of such Global Security and shall have no obligations to the beneficial
      owners thereof (including any direct or indirect participants in such
      Depositary). None of the Company, the Trustee, any Paying Agent or the Security
      Registrar shall have any responsibility or liability for any aspect of the
      records relating to or payments made on account of beneficial ownership
      interests of a Global Security in or pursuant to any applicable letter of
      representations or other arrangement entered into with, or procedures of, the
      Depositary with respect to such Global Security or for maintaining, supervising
      or reviewing any records relating to such beneficial ownership interests.


     

    Section 2.4
      Form
      of Legend for Global Securities.
      

     

    Unless
      otherwise specified as contemplated by Section 3.1
      for the
      Securities evidenced thereby, every Global Security authenticated and delivered
      hereunder shall bear a legend in substantially the following form: 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
      THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
      REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
      REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
      THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


     

    Section 2.5
      Form
      of Face of Security.
      

     

    [Insert
      any legend required by the Internal Revenue Code and the regulations
      thereunder.] 

    
      	 	 	 	 	 
	
                 LEV
                PHARMACEUTICALS, INC.  

            
	 	 	 
	
                 ____________________________________  

            
	 	 	 
	
              No. ___________

            	
                

            	 	
                

            	
              $___________

            


    

     

    Lev
      Pharmaceuticals, Inc., a corporation duly organized and existing under the
      laws
      of Delaware (herein called the “Company”, which term includes any successor
      Person under the Indenture hereinafter referred to), for value received, hereby
      promises to pay to                     ,
      or
      registered assigns, the principal sum of                     
      Dollars
      on                     
      [if
      the
      Security is to bear interest prior to Maturity, insert—
,
      and
      to pay interest thereon from                     
      or from
      the most recent Interest Payment Date to which interest has been paid or duly
      provided for, semi-annually on                     
      and
                    
      in each
      year, commencing                     ,
      at the
      rate of                     
      per
      annum, until the principal hereof is paid or made available for payment
      [if
      applicable, insert—
,
      and
      at the rate of                     %
      per
      annum on any overdue principal and premium and on any overdue installment of
      interest]. The interest so payable, and punctually paid or duly provided for,
      on
      any Interest Payment Date will, as provided in such Indenture, be paid to the
      Person in whose name this Security (or one or more Predecessor Securities)
      is
      registered at the close of business on the Regular Record Date for such
      interest, which shall be the                     
      or
                    
      (whether
      or not a Business Day), as the case may be, next preceding such Interest Payment
      Date. Any such interest not so punctually paid or duly provided for will
      forthwith cease to be payable to the Holder on such Regular Record Date and
      may
      either be paid to the Person in whose name this Security (or one or more
      Predecessor Securities) is registered at the close of business on a Special
      Record Date for the payment of such Defaulted Interest to be fixed by the
      Trustee, notice whereof shall be given to Holders of Securities of this series
      not less than 10 days prior to such Special Record Date, or be paid at any
      time in any other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities of this series may be listed, and
      upon such notice as may be required by such exchange, all as more fully provided
      in said Indenture]. 

     

    [If
      the
      Security is not to bear interest prior to Maturity, insert—
The
      principal of this Security shall not bear interest except in the case of a
      default in payment of principal upon acceleration, upon redemption or at Stated
      Maturity and in such case the overdue principal of this Security shall bear
      interest at the rate of                     %
      per
      annum which shall accrue from the date of such default in payment to the date
      payment of such principal has been made or duly provided for. Interest on any
      overdue principal shall be payable on demand. Any such interest on any overdue
      principal that is not so paid on demand shall bear interest at the rate of
                          %
      per
      annum which shall accrue from the date of such demand for payment to the date
      payment of such interest has been made or duly provided for, and such interest
      shall also be payable on demand.] 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Payment
      of the principal of (and premium, if any) and [if
      applicable, insert—
any
      such] interest on this Security will be made at the office or agency of the
      Company maintained for that purpose in                     ,
      in such
      coin or currency of the United States of America as at the time of payment
      is
      legal tender for payment of public and private debts [if
      applicable, insert—
;
      provided,
      however,
      that at
      the option of the Company payment of interest may be made by check mailed to
      the
      address of the Person entitled thereto as such address shall appear in the
      Security Register]. 

     

    Reference
      is hereby made to the further provisions of this Security set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place. 

     

    Unless
      the certificate of authentication hereon has been executed by the Trustee
      referred to on the reverse hereof by manual signature, this Security shall
      not
      be entitled to any benefit under the Indenture or be valid or obligatory for
      any
      purpose. 

     

    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
      

     

    Dated:
      

    
      	 	 	 
	 	
              LEV
                PHARMACEUTICALS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title: 


    

     

    
      	 	 	 	 
	Attest:	 	 	 
	 	 	 	 
	
              

            	 	 	
            


    

    Section 2.6
      Form
      of Reverse of Security.
      

     

    This
      Security is one of a duly authorized issue of securities of the Company (herein
      called the “Securities”), issued and to be issued in one or more series under an
      Indenture, dated as of                     ,
      20    
      (herein
      called the “Indenture”), between the Company and                     ,
      as
      Trustee (herein called the “Trustee”, which term includes any successor trustee
      under the Indenture), to which Indenture and all indentures supplemental thereto
      reference is hereby made for a statement of the respective rights, limitations
      of rights, duties and immunities thereunder of the Company, the Trustee, the
      holders of Senior Indebtedness and the Holders of the Securities and of the
      terms upon which the Securities are, and are to be, authenticated and delivered.
      This Security is one of the series designated on the face hereof [if
      applicable, insert—,
      limited in aggregate principal amount to $                    ].
      

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    [If
      applicable, insert—
Subject
      to and upon compliance with the provisions of the Indenture, the Holder of
      this
      Security is entitled, at his option, at any time on or before the close of
      business on                     ,
      or in
      case this Security or a portion hereof is called for redemption, then in respect
      of this Security or such portion hereof until and including, but (unless the
      Company defaults in making the payment due upon redemption) not after, the
      close
      of business on the 10th calendar day before the Redemption Date, to convert
      this
      Security (or any portion of the principal amount hereof which is $1,000 or
      an
      integral multiple thereof), at the principal amount hereof, or of such portion,
      into fully paid and non-assessable shares (calculated as to each conversion
      to
      the nearest 1/100 of a share) of Common Stock of the Company at a conversion
      price per share of Common Stock equal to $                    
      per each
      share of Common Stock (or at the current adjusted conversion price if an
      adjustment has been made as provided in the Indenture) by surrender of this
      Security, duly endorsed or assigned to the Company or in blank, to the Company
      at its office or agency in                     ,
      accompanied by written notice to the Company that the Holder hereof elects
      to
      convert this Security, or if less than the entire principal amount hereof is
      to
      be converted, the portion hereof to be converted, and, in case such surrender
      shall be made during the period from the close of business on any Regular Record
      Date next preceding any Interest Payment Date to the opening of business on
      such
      Interest Payment Date (unless this Security or the portion thereof being
      converted has been called for redemption on a Redemption Date within such
      period), also accompanied by payment in funds acceptable to the Company of
      an
      amount equal to the interest payable on such Interest Payment Date on the
      principal amount of this Security then being converted. Subject to the aforesaid
      requirement for payment and, in the case of a conversion after the Regular
      Record Date next preceding any Interest Payment Date and on or before such
      Interest Payment Date, to the right of the Holder of this Security (or any
      Predecessor Security) of record at such Regular Record Date to receive an
      installment of interest (with certain exceptions provided in the Indenture),
      no
      payment or adjustment is to be made on conversion for interest accrued hereon
      or
      for dividends on the Common Stock issued on conversion. No fractions of shares
      or scrip representing fractions of shares will be issued on conversion, but
      instead of any fractional interest the Company shall pay a cash adjustment
      as
      provided in the Indenture. The conversion price is subject to adjustment as
      provided in the Indenture. In addition, the Indenture provides that in case
      of
      certain consolidations or mergers to which the Company is a party or the
      transfer of substantially all of the assets of the Company, the Indenture shall
      be amended, without the consent of any Holders of Securities, so that this
      Security, if then outstanding, will be convertible thereafter, during the period
      this Security shall be convertible as specified above, only into the kind and
      amount of securities, cash and other property receivable upon the consolidation,
      merger or transfer by a holder of the number of shares of Common Stock into
      which this Security might have been converted immediately prior to such
      consolidation, merger or transfer (assuming such holder of Common Stock failed
      to exercise any rights of election and received per share the kind and amount
      received per share by a plurality of non-electing shares).] 

     

    [If
      applicable, insert—
The
      Securities of this series are subject to redemption upon not less than
      30 days’ notice by mail, [if
      applicable, insert—
      (1) on                     
      in any
      year commencing with the year                     
      and
      ending with the year 20                     
      through
      operation of the sinking fund for this series at a Redemption Price equal to
      100% of the principal amount, and (2)] at any time [if
      applicable, insert—
on
      or
      after                     ,
      20    
      ], as a
      whole or in part, at the election of the Company, at the following Redemption
      Prices (expressed as percentages of the principal amount): If redeemed
      [if
      applicable, insert—
on
      or
      before                     ,
                          %,
      and if
      redeemed] during the 12-month period beginning                     
      of the
      years indicated, 

     

    
      	
              Year

            	
                

            	
              Redemption

              Price

            	
                

            	
              Year

            	
                

            	
              Redemption

              Price

            
	
               

            	
                

            	
               

            	
                

            	
               

            	
                

            	
               

            


    

     

    and
      thereafter at a Redemption Price equal to % of the principal amount, together
      in
      the case of any such redemption [if
      applicable, insert—
      (whether through operation of the sinking fund or otherwise)] with accrued
      interest to the Redemption Date, but interest installments whose Stated Maturity
      is on or prior to such Redemption Date will be payable to the Holders of such
      Securities, or one or more Predecessor Securities, of record at the close of
      business on the relevant Record Dates referred to on the face hereof, all as
      provided in the Indenture.] 

     

    [If
      applicable, insert—
The
      Securities of this series are subject to redemption upon not less than
      30 days’ notice by mail, (1) on                     
      in any
      year commencing with the year                     
      and
      ending with the year                     
      through
      operation of the sinking fund for this series at the Redemption Prices for
      redemption through operation of the sinking fund (expressed as percentages
      of
      the principal amount) set forth in the table below, and (2) at any time [if
      applicable, insert — on or after                     ],
      as a
      whole or in part, at the election of the Company, at the Redemption Prices
      for
      redemption otherwise than through operation of the sinking fund (expressed
      as
      percentages of the principal amount) set forth in the table below: If redeemed
      during the 12-month period beginning                     
      of the
      years indicated, 

     

    
      	
              Year

            	
                

            	
              Redemption Price

              For
                Redemption

              Through Operation

              of the Sinking Fund

            	
                

            	
              Redemption Price For

              Redemption Otherwise

              Than Through Operation

              of
                the Sinking Fund

            
	
               

            	
                

            	
               

            	
                

            	
               

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    and
      thereafter at a Redemption Price equal to                     %
      of the
      principal amount, together in the case of any such redemption (whether through
      operation of the sinking fund or otherwise) with accrued interest to the
      Redemption Date, but interest installments whose Stated Maturity is on or prior
      to such Redemption Date will be payable to the Holders of such Securities,
      or
      one or more Predecessor Securities, of record at the close of business on the
      relevant Record Dates referred to on the face hereof, all as provided in the
      Indenture.] 

     

    [If
      applicable, insert—
The
      sinking fund for this series provides for the redemption on                     
      in each
      year beginning with the year                     
      and
      ending with the year                     
      of
      [if
      applicable, insert—
not
      less than $                    
      (“mandatory sinking fund”) and not more than] $                    
      aggregate principal amount of Securities of this series. Securities of this
      series acquired or redeemed by the Company otherwise than through [if
      applicable, insert
      mandatory] sinking fund payments [if applicable, insert and Securities
      surrendered for conversion] may be credited against subsequent [if
      applicable, insert—
      mandatory] sinking fund payments otherwise required to be made [if
      applicable, insert—
in
      the
      inverse order in which they become due]. 

     

    [If
      the
      Security is subject to redemption of any kind, insert—
In
      the
      event of redemption or conversion of this Security in part only, a new Security
      or Securities of this series and of like tenor for the unredeemed or unconverted
      portion hereof will be issued in the name of the Holder hereof upon the
      cancellation hereof.] 

     

    The
      indebtedness evidenced by this Security is, to the extent provided in the
      Indenture, subordinate and subject in right of payment to the prior payment
      in
      full of all Senior Indebtedness, and this Security is issued subject to the
      provisions of the Indenture with respect thereto. Each Holder of this Security,
      by accepting the same, (a) agrees to and shall be bound by such provisions,
      (b) authorizes and directs the Trustee on his behalf to take action as may
      be necessary or appropriate to effectuate the subordination so provided and
      (c) appoints the Trustee his attorney-in-fact for any and all such
      purposes. 

     

    [If
      applicable, insert—
The
      Indenture contains provisions for defeasance at any time of [(1) the entire
      indebtedness of this Security or (2)] certain restrictive covenants and Events
      of Default with respect to this Security, in each case upon compliance with
      certain conditions set forth in the Indenture.] 

     

    [If
      the
      Security is not an Original Issue Discount Security, insert—
If
      an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, the principal of the Securities of this series may be declared
      due
      and payable in the manner and with the effect provided in the Indenture.]


     

    [If
      the
      Security is an Original Issue Discount Security, insert—
If
      an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, an amount of principal of the Securities of this series may be
      declared due and payable in the manner and with the effect provided in the
      Indenture. Such amount shall be equal to — insert
      formula for determining the amount.
      Upon
      payment (i) of the amount of principal so declared due and payable and
      (ii) of interest on any overdue principal and overdue interest all of the
      Company’s obligations in respect of the payment of the principal of and
      interest, if any, on the Securities of this series shall terminate.]


     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Company and
      the rights of the Holders of the Securities of each series to be affected under
      the Indenture at any time by the Company and the Trustee with the consent of
      the
      Holders of a majority in principal amount of the Securities at the time
      Outstanding of each series to be affected. The Indenture also contains
      provisions permitting the Holders of specified percentages in principal amount
      of the Securities of each series at the time Outstanding, on behalf of the
      Holders of all Securities of such series, to waive compliance by the Company
      with certain provisions of the Indenture and certain past defaults under the
      Indenture and their consequences. Any such consent or waiver by the Holder
      of
      this Security shall be conclusive and binding upon such Holder and upon all
      future Holders of this Security and of any Security issued upon the registration
      of transfer hereof or in exchange herefor or in lieu hereof, whether or not
      notation of such consent or waiver is made upon this Security. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture or for the appointment of a receiver or trustee or for any other
      remedy thereunder, unless such Holder shall have previously given the Trustee
      written notice of a continuing Event of Default with respect to the Securities
      of this series, the Holders of not less than 25% in principal amount of the
      Securities of this series at the time Outstanding shall have made written
      request to the Trustee to institute proceedings in respect of such Event of
      Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
      shall not have received from the Holders of a majority in principal amount
      of
      Securities of this series at the time Outstanding a direction inconsistent
      with
      such request, and shall have failed to institute any such proceeding, for
      60 days after receipt of such notice, request and offer of indemnity. The
      foregoing shall not apply to any suit instituted by the Holder of this Security
      for the enforcement of any payment of principal hereof or any premium or
      interest hereon on or after the respective due dates expressed herein.


     

    Subject
      to the rights of holders of Senior Indebtedness, as set forth in the Indenture,
      no other reference herein to the Indenture and no other provision of this
      Security or of the Indenture shall alter or impair the obligation of the
      Company, which is absolute and unconditional, to pay the principal of (and
      premium, if any) and interest on this Security at the times, place and rate,
      and
      in the coin or currency, herein prescribed or to convert this Security as
      provided in the Indenture. 

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in any place where the principal of and any premium and interest
      on this Security are payable, duly endorsed by, or accompanied by a written
      instrument of transfer in form satisfactory to the Company and the Security
      Registrar duly executed by, the Holder hereof or his attorney duly authorized
      in
      writing, and thereupon one or more new Securities of this series and of like
      tenor, of authorized denominations and for the same aggregate principal amount,
      will be issued to the designated transferee or transferees. 

     

    The
      Securities of this series are issuable only in registered form without coupons
      in denominations of $1,000 and any integral multiple thereof. As provided in
      the
      Indenture and subject to certain limitations therein set forth, Securities
      of
      this series are exchangeable for a like aggregate principal amount of Securities
      of this series and of like tenor of a different authorized denomination, as
      requested by the Holder surrendering the same. 

     

    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company or the Security Registrar may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. 

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this Security is registered as the owner hereof for all purposes,
      whether or not this Security be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary. 

     

    All
      terms
      used in this Security which are defined in the Indenture shall have the meanings
      assigned to them in the Indenture. 

     

    ARTICLE
      3 

     

    THE
      SECURITIES 

     

    Section 3.1
      Amount
      Unlimited; Issuable in Series.
      

     

    The
      aggregate principal amount of Securities that may be authenticated and delivered
      under this Indenture is unlimited. 

     

    The
      Securities may be issued in one or more series. There shall be established
      in or
      pursuant to a Board Resolution and, subject to Section 3.3,
      set
      forth, or determined in the manner provided, in an Officers’ Certificate, or
      established in one or more indentures supplemental hereto, prior to the issuance
      of Securities of any series, 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (1) the
      title of the Securities of the series (which shall distinguish the Securities
      of
      the series from Securities of any other series); 

     

    (2) any
      limit upon the aggregate principal amount of the Securities of the series which
      may be authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of the series pursuant to Section 2.3,
      3.4,
      3.5,
      3.6,
      9.6
      or
11.7
      and
      except for any Securities which, pursuant to Section 3.3,
      are
      deemed never to have been authenticated and delivered hereunder); 

     

    (3) the
      Person to whom any interest on a Security of the series shall be payable, if
      other than the Person in whose name that Security (or one or more Predecessor
      Securities) is registered at the close of business on the Regular Record Date
      for such interest; 

     

    (4) the
      date or dates on which the principal of and premium, if any, on any Securities
      of the series is payable or the method of determination and/or extension of
      such
      date or dates; and the amount or amounts of such payments of principal and
      premium, if any, or the method of determination thereof; 

     

    (5) the
      rate or rates (which may be fixed or variable), at which any Securities of
      the
      series shall bear interest, if any, whether and under what circumstances
      Additional Amounts with respect to such Securities shall be payable, the date
      or
      dates from which any such interest shall accrue, the Interest Payment Dates
      on
      which any such interest shall be payable and, if other that as set forth in
      Section 1.1,
      the
      Regular Record Date for any such interest payable on any Interest Payment Date
      (or the method for determining the dates and rates); 

     

    (6) whether
      any of such Securities will be subject to certain optional interest rate reset
      provisions; 

     

    (7) the
      place or places where the principal of and any premium and interest on, or
      any
      Additional Amounts with respect to, the Securities of the series shall be
      payable, where the Securities of such series may be surrendered for registration
      of transfer or exchange and where notices and demands to or upon the Company
      in
      respect of the Securities of such series and this Indenture may be served,
      and
      the method of such payment, if by wire transfer, mail or other means;


     

    (8) (a) the
      period or periods within which, the price or prices at which, the currency
      or
      currencies (including currency units) and the terms and conditions upon which
      any Securities of the series may be redeemed, in whole or in part, at the option
      of the Company, (b) if other than as provided in Section 11.3,
      the
      manner in which the particular Securities of such series (if less than all
      Securities of such series are to be redeemed) are to be selected for redemption
      and (c) if other than by a Board Resolution, the manner in which any
      election by the Company to redeem the Securities shall be evidenced;


     

    (9) the
      Senior Indebtedness to which the Securities of such series are subordinated,
      and
      the terms of such subordination; 

     

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

     

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


     

    (12) if
      other than the Trustee, the identity of the Securities Registrar and/or the
      Paying Agent; 

     

    (13) if
      the amount of principal of or any premium or interest on or other payments,
      if
      any, on any Securities of the series may be determined with reference to an
      index, formula or other method (which index, formula or method may be based,
      without limitation, on the price of one or more commodities, derivatives or
      securities; one or more securities, derivatives or commodities exchange indices
      or other indices; a currency or currencies (including currency unit or units)
      other than that in which the Securities of the series are denominated or
      designated to be payable; or any other variable or the relationship between
      any
      variables or combination of variables), the index, formula or other method
      by
      which such amounts shall be determined; 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (14) if
      other than the currency of the United States of America, the currency,
      currencies or currency units (including composite currencies) in which the
      principal of or any premium or interest on, or any Additional Amounts with
      respect to, any Securities of the series shall be payable and the manner of
      determining the equivalent thereof in the currency of the United States of
      America for any purpose, including for purposes of the definition of
“Outstanding”
in
      Section 1.1;
      

     

    (15) if
      the principal of or any premium or interest on, or any Additional Amounts with
      respect to, any Securities of the series is to be payable, at the election
      of
      the Company or the Holder thereof, in one or more currencies or currency units
      other than that or those in which such Securities are stated to be payable,
      the
      currency, currencies or currency units in which the principal of or any premium
      or interest on such Securities as to which such election is made shall be
      payable, the periods within which and the terms and conditions upon which such
      election is to be made and the amount so payable (or the manner in which such
      amount shall be determined); 

     

    (16) if
      other than the entire principal amount thereof, the portion of the principal
      amount of any Securities of the series which shall be payable upon declaration
      of acceleration of the Maturity thereof pursuant to Section 5.2;
      

     

    (17) if
      the principal amount payable at the Stated Maturity of any Securities of the
      series will not be determinable as of any one or more dates prior to the Stated
      Maturity, the amount which shall be deemed to be the principal amount of such
      Securities as of any such date for any purpose thereunder or hereunder,
      including the principal amount thereof which shall be due and payable upon
      any
      Maturity other than the Stated Maturity or which shall be deemed to be
      Outstanding as of any date prior to the Stated Maturity (or, in any such case,
      the manner in which such amount deemed to be the principal amount shall be
      determined); 

     

    (18) if
      applicable, that the Securities of the series, in whole or any specified part,
      shall be defeasible pursuant to Section 13.2
      or
Section 13.3
      or both
      such Sections, or any other defeasance provisions applicable to any Securities
      of the series, and, if other than by a Board Resolution, the manner in which
      any
      election by the Company to defease such Securities shall be evidenced;


     

    (19) the
      terms, if any, upon which Securities of the series may be convertible into
      or
      exchanged for other Securities, Common Shares, Preferred Shares, other debt
      securities, warrants to purchase any of the foregoing, or other securities
      of
      any kind of the Company or any other obligor or any other property, and the
      terms and conditions upon which the conversion or exchange shall be effected,
      including the initial conversion or exchange price or rate, the conversion
      or
      exchange period, and any other additional provisions; 

     

    (20) if
      applicable, that any Securities of the series shall be issuable in whole or
      in
      part in the form of one or more Global Securities and, in such case, the
      respective Depositaries for such Global Securities, the form of any legend
      or
      legends which shall be borne by any such Global Security in addition to or
      in
      lieu of that set forth in Section 2.4;
      

     

    (21) any
      deletions, modifications of or additions to the definitions set forth in
Section 1.1,
      the
      Events of Default which apply to any Securities of the series and any change
      in
      the right of the Trustee or the requisite Holders of such Securities to declare
      the principal amount thereof due and payable pursuant to Section 5.2;
      

     

    (22) any
      addition to, deletion of or change in the covenants set forth in Article 10
      which
      applies to Securities of the series; 

     

    (23) any
      Authenticating Agents, Paying Agents, Security Registrars or such other agents
      necessary in connection with the issuance of the Securities of such series,
      including, without limitation, exchange rate agents and calculation agents;
      

     

    (24) if
      applicable, the terms of any Mortgage that will be provided for a series of
      Securities, including any provisions regarding the circumstances under which
      collateral may be released or substituted; 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (25) if
      applicable, the terms of any guaranties for the Securities, including the terms
      of any subordination of such guaranties, and any circumstances under which
      there
      may be additional obligors on the Securities; 

     

    (26) provisions,
      if any, granting special rights to the Holders of Securities of the series
      upon
      the occurrence of such events as may be specified; 

     

    (27) whether
      Securities of the series shall be issuable in registered form or bearer form
      (registrable or not registrable as to principal, and with or without interest
      coupons), or both, and any restrictions applicable to the offering, sale or
      delivery of bearer securities and the terms upon which bearer Securities of
      a
      series may be exchanged for registered Securities of the same series and vice
      versa; 

     

    (28) the
      forms of the Securities of the series; 

     

    (29) any
      terms which may be related to warrants, options or other rights to purchase
      and
      sell securities issued by the Company in connection with, or for the purchase
      of, Securities of such series, including whether and under what circumstances
      the Securities of any series may be used toward the exercise price of any such
      warrants, options or other rights; 

     

    (30) if
      the Securities of the series will be governed by, and the extent to which such
      Securities will be governed by, any law other than the laws of the state of
      New
      York; 

     

    (31) any
      other terms of the series (which terms shall not be inconsistent with the
      provisions of this Indenture, except as permitted by Section 9.1(5)).
      

     

    All
      Securities of any one series need not be identical but may vary as may be
      provided in or pursuant to the Board Resolution referred to above and (subject
      to Section 3.3)
      set
      forth, or determined in the manner provided, in the Officers’ Certificate
      referred to above or in any such indenture supplemental hereto. All Securities
      of any one series need not be issued at the same time and, unless otherwise
      provided, a series may be reopened, without the consent of the Holders, for
      issuances of additional Securities of such series. 

     

    Section 3.2
      Denominations.
      

     

    Except
      as
      specified as contemplated by Section 3.1,
      the
      Securities of each series shall be issuable only in registered form without
      coupons. The Securities of such series shall be issuable only in such
      denominations as shall be specified as contemplated by Section 3.1.
      In the
      absence of any such specified denomination with respect to the Securities of
      any
      series, the Securities of such series shall be issuable in denominations of
      $1,000 and any integral multiple thereof. Unless otherwise provided as
      contemplated by Section 3.1
      with
      respect to any series of Securities, any Securities of a series denominated
      in a
      currency other than Dollars shall be issuable in denominations that are the
      equivalent, as determined by the Company by reference to the noon buying rate
      in
      The City of New York for cable transfers for such currency (“Exchange
      Rate”),
      as
      such rate is reported or otherwise made available by the Federal Reserve Bank
      of
      New York, on the applicable issue date for such Securities, of $1,000 and any
      integral multiple thereof. 

     

    Section 3.3
      Execution,
      Authentication, Delivery and Dating.
      

     

    The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board, its Chief Executive Officer, its principal financial officer, its
      President or one of its Vice Presidents, and attested by its Treasurer, its
      Secretary or one of its Assistant Treasurers or Assistant Secretaries. The
      signature of any of these officers on the Securities may be manual or facsimile.
      Securities bearing the manual or facsimile signatures of individuals who were
      at
      any time the proper officers of the Company shall bind the Company,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Securities or did
      not
      hold such offices at the date of such Securities. 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series executed by the Company to
      the
      Trustee for authentication, together with a Company Order for the authentication
      and delivery of such Securities, and the Trustee in accordance with the Company
      Order shall authenticate and deliver such Securities; provided, however, that
      in
      the case of Securities offered in a Periodic Offering, the Trustee shall
      authenticate and deliver such Securities from time to time in accordance with
      such other procedures (including, without limitation, the receipt by the Trustee
      of oral or electronic instructions from the Company or its duly authorized
      agents, promptly confirmed in writing) acceptable to the Trustee as may be
      specified by or pursuant to a Company Order delivered to the Trustee prior
      to
      the time of the first authentication of Securities of such series. Each Security
      shall be dated the date of its authentication unless otherwise provided by
      a
      Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.
      If the form or terms of the Securities of the series have been established
      by or
      pursuant to one or more Board Resolutions or any other method permitted by
      Sections 2.1
      and
3.1,
      in
      authenticating such Securities, and accepting the additional responsibilities
      under this Indenture in relation to such Securities, the Trustee shall be
      entitled to receive, and (subject to Section 6.1)
      shall
      be fully protected in relying upon, a copy of such Board Resolution, the
      Officers’ Certificate setting forth the terms of the series and an Opinion of
      Counsel, with such Opinion of Counsel stating, 

     

    (1) if
      the form or terms of such Securities have been established by or pursuant to
      Board Resolution or any other method permitted by Sections 2.1
      and
3.1,
      that
      such form or terms have been, or in the case of Securities of a series offered
      in a Periodic Offering will be, established in conformity with the provisions
      of
      this Indenture, subject in the case of Securities offered in a Periodic
      Offering, to any conditions specified in such Opinion of Counsel; and


     

    (2) that
      such Securities, when authenticated and delivered by the Trustee and issued
      by
      the Company in the manner and subject to any conditions, exceptions and
      qualifications specified in such Opinion of Counsel, will constitute legal,
      valid and binding obligations of the Company, enforceable in accordance with
      their terms, except as such enforcement is subject to the effect of
      (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or other
      laws relating to or affecting creditors’ rights and (ii) general principles
      of equity (regardless of whether such enforcement is considered in a proceeding
      in equity or at law). 

     

    Such
      Opinion of Counsel need express no opinion as to the enforceability of
Section 6.7
      or as to
      whether a court in the United States would render a money judgment in a currency
      other than that of the United States. Notwithstanding the provisions of
Section 3.1
      and of
      the preceding paragraph, if all Securities of a series are not to be originally
      issued at one time, it shall not be necessary to deliver the Officers’
Certificate otherwise required pursuant to Section 3.1
      or the
      Company Order and Opinion of Counsel otherwise required pursuant to such
      preceding paragraph 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.


     

    Notwithstanding
      that such form or terms have been so established, the Trustee shall have the
      right to decline to authenticate such Securities if, in the written opinion
      of
      counsel to the Trustee (which counsel may be an employee of the Trustee), such
      action may not lawfully be taken or if the Trustee in good faith by its board
      of
      trustees or trustees, executive committee or a trust committee of directors,
      trustees or vice presidents shall determine that such action would expose the
      Trustee to personal liability to Holders of any Securities then outstanding.
      

     

    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
      form 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 2.1
      and 3.1
      and this Section, as applicable, in connection with the first authentication
      of
      Securities of such series. 

     

    No
      Security shall be entitled to any benefit under this Indenture or be valid
      or
      obligatory for any purpose unless there appears on such Security a certificate
      of authentication substantially in the form provided for herein executed by
      the
      Trustee or an Authenticating Agent by manual signature, and such certificate
      upon any Security shall be conclusive evidence, and the only evidence, that
      such
      Security has been duly authenticated and delivered hereunder. Notwithstanding
      the foregoing, if any Security shall have been authenticated and delivered
      hereunder but never issued and sold by the Company, and the Company shall
      deliver such Security to the Trustee for cancellation as provided in
Section 3.9,
      for all
      purposes of this Indenture such Security shall be deemed never to have been
      authenticated and delivered hereunder and shall never be entitled to the
      benefits of this Indenture. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    The
      Company in issuing Securities may use “CUSIP” numbers (if then generally in
      use), and if so, the Trustee may use the CUSIP numbers in notices of redemption
      or exchange as a convenience to Holders; provided, however, that any such notice
      may state that no representation is made as to the correctness or accuracy
      of
      the CUSIP number printed in the notice or on the Securities, that reliance
      may
      be placed only on the other identification numbers printed on the Securities,
      and any such redemption or exchange shall not be affected by any defect or
      omission of such CUSIP numbers. The Company will promptly notify the Trustee
      of
      any change in CUSIP numbers known to an Officer of the Company. Neither the
      Company nor the Trustee shall have any responsibility for any defect in the
      CUSIP number that appears on any Security, check, advice of payment or
      redemption notice, and any such document may contain a statement to the effect
      that CUSIP numbers have been assigned by an independent service for convenience
      of reference and that neither the Company nor the Trustee shall be liable for
      any inaccuracy in such numbers. 

     

    Section 3.4
      Temporary
      Securities.
      

     

    Pending
      the preparation of definitive Securities of any series, the Company may execute,
      and upon Company Order the Trustee shall authenticate and deliver, temporary
      Securities which are printed, lithographed, typewritten, mimeographed or
      otherwise produced, in any authorized denomination, substantially of the tenor
      of the definitive Securities in lieu of which they are issued and with such
      appropriate insertions, omissions, substitutions and other variations as the
      officers executing such Securities may determine, as evidenced by their
      execution of such Securities. All or any portion of the temporary Securities
      of
      a series may be Global Securities. 

     

    If
      temporary Securities of any series are issued, the Company will cause definitive
      Securities of that series to be prepared without unreasonable delay. Except
      in
      the case of temporary Securities that are Global Securities, each of which
      shall
      be exchanged in accordance with the provisions thereof, after the preparation
      of
      definitive Securities of such series, the temporary Securities of such series
      shall be exchangeable for definitive Securities of such series upon surrender
      of
      the temporary Securities of such series at the office or agency of the Company
      in a Place of Payment for that series, 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 one or more definitive Securities of the same series,
      of
      any authorized denominations and of like tenor and aggregate principal amount.
      Until so exchanged, the temporary Securities of any series shall in all respects
      be entitled to the same benefits under this Indenture as definitive Securities
      of such series and tenor, except as otherwise specified as contemplated by
      Section 3.1.
      

     

    Section 3.5
      Registration;
      Registration of Transfer and Exchange.
      

     

    The
      Company shall cause to be kept at the Corporate Trust Office of the Trustee
      or
      in any office or agency to be maintained by the Company in accordance with
      Section 9.2
      in a
      Place of Payment or in such other place or medium as may be specified pursuant
      to Section 3.1
      a
      register for each series of Securities (each register maintained in such office
      and in any other office or agency of the Company in a Place of Payment being
      herein sometimes referred to as the “Security
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Company
      shall provide for the registration of Securities of such series and of transfers
      of Securities of such series. Unless otherwise contemplated by Section 3.1,
      the
      Trustee is hereby appointed “Security
      Registrar”
for
      the
      purpose of registering Securities and transfers of Securities, and for the
      purpose of maintaining the Security Register in respect thereof, as herein
      provided. 

     

    Except
      as
      set forth in Section 2.3
      or as
      may be provided pursuant to Section 3.1,
      upon
      surrender for registration of transfer of any Security of a series at the office
      or agency of the Company in a Place of Payment for that series, the Company
      shall execute and deliver a Company Order requesting the Trustee to authenticate
      and deliver, and the Trustee shall authenticate and deliver, in the name of
      the
      designated transferee or transferees, one or more new Securities of the same
      series, of any authorized denominations and of like tenor and aggregate
      principal amount. 

     

    Unless
      otherwise provided as contemplated by Section 3.1,
      at the
      option of the Holder, Securities of any series (other than Global Securities)
      may be exchanged for other Securities of the same series, of any authorized
      denominations and of like tenor and aggregate principal amount, upon surrender
      of the Securities to be exchanged at such office or agency, and upon payment,
      if
      the Company shall so require, of the charges hereinafter provided. Whenever
      any
      Securities are so surrendered for exchange, the Company shall execute, and
      the
      Trustee shall authenticate and deliver, the Securities that the Holder making
      the exchange is entitled to receive. 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

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

     

    Every
      Security presented or surrendered for registration of transfer or for exchange
      shall (if so required by the Company, Security Registrar or the Trustee) be
      duly
      endorsed, or be accompanied by a written instrument of transfer in form
      satisfactory to the Company, the Security Registrar or the Trustee, as the
      case
      may be, duly executed, by the Holder thereof or its attorney duly authorized
      in
      writing. 

     

    Unless
      otherwise provided as contemplated by Section 3.1,
      no
      service charge shall be made for any registration of transfer or exchange of
      Securities, but the Company may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Securities, other than exchanges
      pursuant to Section 3.4,
      9.6
      or
11.7
      not
      involving any transfer. 

     

    Unless
      otherwise provided as contemplated by Section 3.1,
      if the
      Securities of any series (or of any series and specified tenor) are to be
      redeemed in whole or in part, the Company shall not be required (A) to
      issue, register the transfer of or exchange any Securities of that series (or
      of
      that series and specified tenor, as the case may be) during a period beginning
      at the opening of business 15 days before the day of the mailing of a
      notice of redemption of any such Securities selected for redemption under
Section 11.3
      and
      ending at the close of business on the day of such mailing, or (B) to
      register the transfer of or exchange any Security so selected for redemption
      in
      whole or in part, except the unredeemed portion of any Security being redeemed
      in part. 

     

    Unless
      otherwise provided as contemplated by Section 3.1,
      the
      Company shall not be required to register the transfer or exchange of Securities
      between a Record Date and the next succeeding Interest Payment Date.


     

    Section 3.6
      Mutilated,
      Destroyed, Lost and Stolen Securities.
      

     

    If
      any
      mutilated Security is surrendered to the Trustee, the Company shall execute
      and
      deliver a Company Order requesting the Trustee to authenticate and deliver,
      and
      the Trustee shall authenticate and deliver, in exchange therefor a new Security
      of the same series and of like tenor and principal amount and bearing a number
      not contemporaneously outstanding. 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 and (ii) such security or indemnity as may be
      required by them to save each of them and any agent of either of them harmless,
      then, in the absence of notice to the Company or the Trustee that such Security
      has been acquired by a bona fide purchaser, the Company shall execute and upon
      the Company’s request the Trustee shall authenticate and deliver, in lieu of any
      such destroyed, lost or stolen Security, a new Security of the same series
      and
      of like tenor and principal amount and bearing a number not contemporaneously
      outstanding. 

     

    Notwithstanding
      the preceding paragraph, in case any such mutilated, destroyed, lost or stolen
      Security 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.


     

    Upon
      the
      issuance of any new Security under this Section 3.6,
      the
      Company may require the 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 issued pursuant to this Section 3.6
      in lieu
      of any destroyed, lost or stolen Security shall constitute an original
      additional contractual obligation of the Company, whether or not the destroyed,
      lost or stolen Security shall be at any time enforceable by anyone, and shall
      be
      entitled to all the benefits of this Indenture equally and proportionately
      with
      any and all other Securities of that series duly issued hereunder. 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    The
      provisions of this Section 3.6
      are
      exclusive and shall preclude (to the extent lawful) all other rights and
      remedies with respect to the replacement or payment of mutilated, destroyed,
      lost or stolen Securities. 

     

    Section 3.7
      Payment
      of Interest; Interest Rights Preserved.
      

     

    Except
      as
      otherwise provided as contemplated by Section 3.1
      with
      respect to any series of Securities, interest on any Security which is payable,
      and is punctually paid or duly provided for, on any Interest Payment Date shall
      be paid to the Person in whose name that Security (or one or more Predecessor
      Securities) is registered at the close of business on the Regular Record Date
      for such interest at the office or agency maintained for such purpose pursuant
      to Section 9.2;
      provided, however, that at the option of the Company, interest on any series
      of
      Registered Securities that bear interest may be paid (i) by check mailed to
      the address of the Person entitled thereto as it shall appear on the Security
      Register of such series (unless, with respect to a Global Security, the rules
      of
      the Depositary require payment of such amount by wire transfer) or (ii) by
      wire transfer to an account maintained by the Person entitled thereto as
      specified in the Security Register of such series. 

     

    Unless
      otherwise provided as contemplated by Section 3.1,
      any
      interest on any Security of any series which is payable, but is not punctually
      paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted
      Interest”)
      shall
      forthwith cease to be payable to the Holder on the relevant Regular Record
      Date
      by virtue of having been such Holder, and such Defaulted Interest may be paid
      by
      the Company, at its election in each case, as provided in clause
      (1) or
      (2) below:
      

     

    (1) The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on a Special Record Date
      for
      the payment of such Defaulted Interest, which shall be fixed in the following
      manner. The Company shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each Security of such series and
      the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the proposed
      payment, such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this clause provided.
      Thereupon the Trustee shall fix a Special Record Date for the payment of such
      Defaulted Interest, which shall be not more than 15 days and not less than
      10 days prior to the date of the proposed payment and not less than
      10 days after the receipt by the Trustee of the notice of the proposed
      payment. The Trustee shall promptly notify the Company of such Special Record
      Date and, in the name and at the expense of the Company, shall cause notice
      of
      the proposed payment of such Defaulted Interest and the Special Record Date
      therefor to be given to each Holder of Securities of such series in the manner
      set forth in Section 1.7,
      not
      less than 10 days prior to such Special Record Date. The Trustee may, in
      its discretion, in the name and at the expense of the Company, cause a similar
      notice to be published at least once in an Authorized Newspaper, but such
      publication shall not be a condition precedent to the establishment of such
      Special Record Date. Notice of the proposed payment of such Defaulted Interest
      and the Special Record Date therefor having been so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Securities of such
      series (or their respective Predecessor Securities) are registered at the close
      of business on such Special Record Date and shall no longer be payable pursuant
      to the following clause
      (2).
      

     

    


    (2) The
      Company may make payment of any Defaulted Interest on the Securities of any
      series in any other lawful manner not inconsistent with the requirements of
      any
      securities exchange on which such Securities may be listed, and upon such notice
      as may be required by such exchange, if, after notice given by the Company
      to
      the Trustee of the proposed payment pursuant to this clause, such manner of
      payment shall be deemed practicable by the Trustee. 

     

    Subject
      to the foregoing provisions of this Section 3.7,
      each
      Security delivered under this Indenture upon registration of transfer of or
      in
      exchange for or in lieu of any other Security shall carry the rights to interest
      accrued and unpaid, and to accrue, which were carried by such other Security.
      

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Section 3.8
      Persons
      Deemed Owners.
      

     

    Prior
      to
      due presentment of a Security for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name such Security is registered as the owner of such Security for the
      purpose of receiving payment of principal of and any premium and (subject to
      Section 3.7)
      any
      interest and any Additional Amounts or other payments on such Security and
      for
      all other purposes whatsoever, whether or not such Security shall be overdue,
      and none of the Company, the Trustee or any agent of the Company or the Trustee
      shall be affected by notice to the contrary. 

     

    Except
      as
      otherwise specified as contemplated by Section 3.1,
      none of
      the Company, the Trustee or any agent of the Company or the Trustee shall have
      any responsibility or liability for any aspect of the records relating to or
      payments made on account of beneficial ownership interests of a Global Security,
      or for maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests. Notwithstanding the foregoing, with respect
      to
      any Global Security, nothing herein shall prevent the Company or the Trustee,
      or
      any agent of the Company or the Trustee, from giving effect to any written
      certification, proxy or other authorization furnished by any Depositary (or
      its
      nominee), as a Holder, with respect to such Global Security or impair, as
      between such Depositary and owners of beneficial interests in such Global
      Security, the operation of customary practices governing the exercise of the
      rights of such Depositary (or its nominee) as Holder of such Global Security.
      

     

    Section 3.9
      Cancellation.
      

     

    The
      Company may at any time deliver to the Trustee for cancellation any Securities
      previously authenticated and delivered hereunder which the Company may have
      acquired in any manner whatsoever, and may deliver to the Trustee (or to any
      other Person for delivery to the Trustee) for cancellation any Securities
      previously authenticated hereunder which the Company has not issued and sold,
      and all Securities so delivered shall be promptly canceled by the Trustee.
      The
      Security Registrar and the Paying Agent shall forward to the Trustee any
      Securities surrendered to them for registration of transfer, exchange or
      payment, and all Securities so delivered shall be promptly canceled by the
      Trustee. No Securities shall be authenticated in lieu of or in exchange for
      any
      Securities canceled as provided in this Section, except as expressly permitted
      by this Indenture or as otherwise specified as contemplated by Section 3.1.
      On
      request of the Company at the time of surrender, the Trustee shall deliver
      to
      the Company canceled Securities held by the Trustee. In the absence of such
      request, all canceled Securities held by the Trustee shall be disposed of in
      accordance with the Trustee’s customary procedures. 

     

    Section 3.10
      Computation
      of Interest.
      

     

    Except
      as
      otherwise specified as contemplated by Section 3.1
      for
      Securities of any series, interest on the Securities of each series shall be
      computed on the basis of a 360-day year of twelve 30-day months. 

     

    ARTICLE
      4 

     

    SATISFACTION
      AND DISCHARGE 

     

    Section 4.1
      Satisfaction
      and Discharge of Indenture.
      

     

    This
      Indenture shall upon Company Request cease to be of further effect with respect
      to Securities of or within any series (except as to any surviving rights of
      registration of transfer or exchange of such Securities and replacement of
      such
      Securities which may have been lost, stolen or mutilated as herein expressly
      provided for), and the Trustee, at the expense of the Company, shall execute
      proper instruments acknowledging satisfaction and discharge of this Indenture
      with respect to such Securities, when 

     

    (1) either
      

     

    (A) all
      such Securities theretofore authenticated and delivered (other than
      (i) Securities which have been destroyed, lost or stolen and which have
      been replaced or paid as provided in Section 3.6
      and
      (ii) Securities for whose payment money has theretofore been deposited in
      trust or segregated and held in trust by the Trustee or the Company and
      thereafter repaid to the Company or discharged from such trust, as provided
      in
Section 10.3)
      have
      been delivered to the Trustee for cancellation; or 

     

    
      
        
        

      

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


     

    (i) have
      become due and payable, or 

     

    (ii) will
      become due and payable at their Stated Maturity within one year, or


     

    (iii) are
      to be called for redemption within one year under arrangements satisfactory
      to
      the Trustee for the giving of notice of redemption by the Trustee in the name,
      and at the expense, of the Company, and the Company, in the case of clause
      (i),
      (ii) or
      (iii) above,
      has deposited or caused to be deposited with the Trustee as trust funds in
      trust
      for the purpose money in an amount sufficient to pay and discharge the entire
      indebtedness on such Securities not theretofore delivered to the Trustee for
      cancellation, for principal and any premium and interest and any Additional
      Amounts to the date of such deposit (in the case of Securities which have become
      due and payable) or to the Stated Maturity or Redemption Date, as the case
      may
      be; 

     

    (2) the
      Company has paid or caused to be paid all other sums payable hereunder by the
      Company with respect to the Outstanding Securities of such series; 

     

    (3) the
      Company has complied with any other conditions specified pursuant to
Section 3.1
      to be
      applicable to the Outstanding Securities of such series; and 

     

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

     

    If
      any
      Outstanding Securities of such series are to be redeemed prior to their Stated
      Maturity, whether pursuant to any optional redemption provisions or in
      accordance with any mandatory sinking fund requirement, the trust agreement
      evidencing the trust referred to in subclause
      (B) of
      clause
      (1) of
      this Section 4.1
      shall
      provide therefore and the Company shall make such arrangements as are
      satisfactory to the Trustee for the giving of notice of redemption by the
      Trustee in the name, and at the expense, of the Company. 

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section 6.7,
      the
      obligations of the Trustee to any Authenticating Agent under Section 6.14
      and, if
      money shall have been deposited with the Trustee pursuant to subclause
      (B) of
      clause
      (1) of
      this Section 4.1,
      the
      obligations of the Trustee under Section 4.2
      and the
      last paragraph of Section 10.3
      shall
      survive. 

     

    Section 4.2
      Application
      of Trust Money.
      

     

    Subject
      to the provisions of the last paragraph of Section 10.3,
      all
      money deposited with the Trustee pursuant to Section 4.1
      shall be
      held in trust and applied by it, in accordance with the provisions of the
      Securities and this Indenture, to the payment, either directly or through any
      Paying Agent (including the Company acting as its own Paying Agent) as the
      Trustee may determine, to the Persons entitled thereto, of the principal and
      any
      premium and interest or Additional Amounts for whose payment such money has
      been
      deposited with the Trustee. 

     

    Section 4.3
      Reinstatement.
      

     

    If
      the
      Trustee or Paying Agent is unable to apply any money or U.S. Government
      Obligations deposited with respect to Securities of any series in accordance
      with Section 4.1
      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 with respect to
      the Securities of such series and the Securities of such series shall be revived
      and reinstated as though no deposit had occurred pursuant to Section 4.1
      until
      such time as the Trustee or Paying Agent is permitted to apply all such money
      or
      U.S. Government Obligations in accordance with Section 4.1;
      provided, however, that if the Company has made any payment of principal of,
      premium (if any) or interest on, or any Additional Amounts with respect to,
      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 money or U.S. Government Obligations held by the Trustee or
      Paying Agent. 

     

    
      
        
        

      

      
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    ARTICLE
      5 

     

    REMEDIES
      

     

    Section 5.1
      Events
      of Default.
      

     

    “Event
      of Default,”
      wherever used herein with respect to Securities of any series, means any one
      of
      the following events (whatever the reason for such Event of Default and whether
      it shall be occasioned by the subordination provisions applicable to any
      Securities or be voluntary or involuntary or be effected by operation of law
      or
      pursuant to any judgment, decree or order of any court or any order, rule or
      regulation of any administrative or governmental body), unless it is either
      inapplicable to a particular series or it is specifically deleted or modified
      in
      the Board Resolution, supplemental indenture, Officers’ Certificate establishing
      such series, or form of Security for such series: 

     

    (1) default
      in the payment of any interest on, or any Additional Amounts with respect to,
      any Security of that series when it becomes due and payable, and continuance
      of
      such default for a period of 30 days (unless the entire amount of such
      payment is deposited by the Company with the Trustee or with a Paying Agent
      prior to the expiration of such period of 30 days); or 

     

    (2) default
      in the payment of the principal of or any premium on any Security of that series
      at its Maturity; or 

     

    (3) default
      in the deposit of any sinking fund payment, when and as due by the terms of
      a
      Security of that series, and continuance of such default for a period of
      30 days; or 

     

    (4) default
      in the performance, or breach, of any covenant or warranty of the Company in
      this Indenture (other than a covenant or warranty a default in whose performance
      or whose breach is elsewhere in this Section 5.1
      specifically dealt with or which has expressly been included in this Indenture
      solely for the benefit of series of Securities other than that series), and
      continuance of such default or breach for a period of 90 days after there
      has been given, by registered or certified mail, to the Company by the Trustee
      or to the Company and the Trustee by the Holders of at least 25% in principal
      amount of the Outstanding Securities of that series a written notice specifying
      such default or breach and requiring it to be remedied and stating that such
      notice is a “Notice
      of Default”
      hereunder; or 

     

    (5) the
      entry by a court having jurisdiction in the premises of (A) a decree or
      order for relief in respect of the Company in an involuntary case or proceeding
      under any applicable federal or state bankruptcy, insolvency, reorganization
      or
      other similar law or (B) a decree or order adjudging the Company a bankrupt
      or insolvent, or approving as properly filed a petition seeking reorganization,
      arrangement, adjustment or composition of or in respect of the Company under
      any
      applicable federal or state law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or of any substantial part of its property, or ordering the winding
      up
      or liquidation of its affairs, and the continuance of any such decree or order
      for relief or any such other decree or order unstayed and in effect for a period
      of 90 consecutive days; or 

     

    (6) the
      commencement by the Company of a voluntary case or proceeding under any
      applicable federal or state bankruptcy, insolvency, reorganization or other
      similar law or of any other case or proceeding to be adjudicated a bankrupt
      or
      insolvent, or the consent by it to the entry of a decree or order for relief
      in
      respect of the Company in an involuntary case or proceeding under any applicable
      federal or state bankruptcy, insolvency, reorganization or other similar law
      or
      to the commencement of any bankruptcy or insolvency case or proceeding against
      it, or the filing by it, of a petition or answer or consent seeking
      reorganization or relief under any applicable federal or state law, or the
      consent by it to the filing of such petition or to the appointment of or taking
      possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
      or similar official of the Company or of any substantial part of its property,
      or the making by it of an assignment for the benefit of creditors, or the
      admission by it in writing of its inability to pay its debts generally as they
      become due, or the taking of corporate action by the Company in furtherance
      of
      any such action; or 

     

    (7) any
      other Event of Default provided with respect to Securities of that series in
      the
      Board Resolution, supplemental indenture or Officers’ Certificate establishing
      that series. 

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing provisions of this Section 5.1,
      if the
      principal of, premium (if any) or any interest on, or any Additional Amounts
      with respect to, any Security is payable in a currency or currencies (including
      a composite currency) other than Dollars and such currency or currencies are
      not
      available to the Company for making payment thereof due to the imposition of
      exchange controls or other circumstances beyond the control of the Company
      (a
“Conversion
      Event”),
      the
      Company will be entitled to satisfy its obligations to Holders of the Securities
      by making such payment in Dollars in an amount equal to the Dollar equivalent
      of
      the amount payable in such other currency, as determined by the Company by
      reference to the Exchange Rate, as such Exchange Rate is certified for customs
      purposes by the Federal Reserve Bank of New York on the date of such payment,
      or, if such rate is not then available, on the basis of the most recently
      available Exchange Rate. Notwithstanding the foregoing provisions of this
Section 5.1,
      any
      payment made under such circumstances in Dollars where the required payment
      is
      in a currency other than Dollars will not constitute an Event of Default under
      this Indenture. 

     

    Promptly
      after the occurrence of a Conversion Event with respect to the Securities of
      any
      series, the Company shall give written notice thereof to the Trustee; and the
      Trustee, promptly after receipt of such notice, shall give notice thereof in
      the
      manner provided in Section 1.7
      to the
      Holders of such series. Promptly after the making of any payment in Dollars
      as a
      result of a Conversion Event with respect to the Securities of any series,
      the
      Company shall give notice in the manner provided in Section 1.7
      to the
      Holders of such series, setting forth the applicable Exchange Rate and
      describing the calculation of such payments. 

     

    Section 5.2
      Acceleration
      of Maturity; Rescission and Annulment.
      

     

    Unless
      the Board Resolution, supplemental indenture or Officers’ Certificate
      establishing such series provides otherwise, if an Event of Default (other
      than
      an Event of Default specified in Section 5.1(5)
      or
5.1(6))
      with
      respect to Securities of any series at the time Outstanding occurs and is
      continuing, then in every such case the Trustee or the Holders of not less
      than
      25% in principal amount of the Outstanding Securities of that series may declare
      the principal amount of all the Securities of that series (or, if any Securities
      of that series are Original Issue Discount Securities, such portion of the
      principal amount of such Securities as may be specified by the terms thereof)
      and premium, if any, together with accrued and unpaid interest, if any, thereon,
      and Additional Amounts, if any, with respect thereto, to be due and payable
      immediately, by a notice in writing to the Company (and to the Trustee if given
      by the Holders), and upon any such declaration such principal amount (or
      specified amount) and premium, if any, together with accrued and unpaid
      interest, if any, thereon, and Additional Amounts, if any, with respect thereto,
      shall become immediately due and payable. Unless the Board Resolution,
      supplemental indenture or Officers’ Certificate establishing such series
      provides otherwise, if an Event of Default specified in Section 5.1(5)
      or
5.1(6)
      with
      respect to Securities of any series at the time Outstanding occurs, the
      principal amount of all the Securities of that series (or, if any Securities
      of
      that series are Original Issue Discount Securities, such portion of the
      principal amount of such Securities as may be specified by the terms thereof)
      and premium, if any, together with accrued and unpaid interest, if any, thereon,
      and Additional Amounts, if any, with respect thereto, shall automatically,
      and
      without any declaration or other action on the part of the Trustee or any
      Holder, become immediately due and payable. 

     

    At
      any
      time after such a declaration of acceleration with respect to Securities of
      any
      series has been made and before a judgment or decree for payment of the money
      due has been obtained by the Trustee as hereinafter in this Article 5
      provided, the Holders of a majority in principal amount of the Outstanding
      Securities of that series, by written notice to the Company and the Trustee,
      may
      rescind and annul such declaration and its consequences if 

     

    (1) the
      Company has paid or deposited with the Trustee a sum sufficient to pay


     

    (A) all
      overdue interest on, and any Additional Amounts with respect to, all Securities
      of that series (or of all series, as the case may be), 

     

    (B) the
      principal of or premium (if any) on any Securities of that series (or of all
      series, as the case may be) which have become due otherwise than by such
      declaration of acceleration and interest thereon at the rate or rates prescribed
      therefor in such Securities (in the case of Original Issue Discount Securities,
      the Securities’ Yield to Maturity), 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (C) to
      the extent that payment of such interest is lawful, interest upon overdue
      interest and any Additional Amounts at the rate or rates prescribed therefor
      in
      such Securities (in the case of Original Issue Discount Securities, the
      Securities’ Yield to Maturity), and 

     

    (D) all
      sums paid or advanced by the Trustee hereunder, the compensation, expenses,
      disbursements and advances due to Trustee under Section 6.7,
      and all
      other amounts due under Section 6.7;
      

     

    (2) all
      Events of Default with respect to Securities of that series (or of all series,
      as the case may be), other than the nonpayment of the principal of Securities
      of
      that series (or of all series, as the case may be) which have become due solely
      by such declaration of acceleration, have been cured or waived as provided
      in
Section 5.13;
      and


     

    (3) the
      rescission would not conflict with any final judgment or decree of a court
      of
      competent jurisdiction. 

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereon. 

     

    Section 5.3
      Collection
      of Indebtedness and Suits for Enforcement by Trustee.
      

     

    The
      Company covenants that if 

     

    (1) default
      is made in the payment of any interest on, or any Additional Amounts with
      respect to, any Security of any series when such interest or Additional Amounts
      shall become due and payable and such default continues for a period of
      30 days, or 

     

    (2) default
      is made in the payment of the principal of (or premium, if any, on) any Security
      at the Maturity thereof, 

     

    the
      Company will, upon demand of the Trustee, pay to it, for the benefit of the
      Holders of such Securities, the whole amount then due and payable on such
      Securities for principal and any premium and interest on, and Additional Amounts
      with respect to, and, to the extent that payment of such interest shall be
      legally enforceable, interest on any overdue principal and premium and on any
      overdue interest or Additional Amounts, at the rate or rates prescribed therefor
      in such Securities (or in the case of Original Issue Discount Securities, the
      Securities’ Yield to Maturity), and, in addition thereto, such further amount as
      shall be sufficient to cover the costs and expenses of collection, including
      the
      reasonable compensation, expenses, disbursements and advances of the Trustee,
      its agents and counsel, and all other amounts due the Trustee under Section 6.7.
      

     

    If
      the
      Company fails to pay such amounts forthwith upon such demand, the Trustee,
      in
      its own name and as trustee of an express trust, may institute a judicial
      proceeding for the collection of the sums so due and unpaid, may prosecute
      such
      proceeding to judgment or final decree and may enforce the same against the
      Company or any other obligor upon such Securities and collect the moneys
      adjudged or deemed to be payable in the manner provided by law out of the
      property of the Company or any other obligor upon such Securities, wherever
      situated. 

     

    In
      addition, if any other Event of Default with respect to Securities of any series
      occurs and is continuing, the Trustee may in its discretion proceed, in its
      own
      name and as trustee of an express trust, to protect and enforce its rights
      and
      the rights of the Holders of Securities of such series by such appropriate
      judicial proceedings as the Trustee shall deem most effectual to protect and
      enforce any such rights, whether for the specific enforcement of any covenant
      or
      agreement in this Indenture or in aid of the exercise of any power granted
      herein, or to enforce any other proper remedy. 

     

    Section 5.4
      Trustee
      May File Proofs of Claim.
      

     

    In
      case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to the Company or any other obligor upon the Securities
      or
      the property of the Company or of such other obligor or their creditors, the
      Trustee (irrespective of whether the principal (or lesser amount in the case
      of
      Original Issue Discount Securities) of the Securities shall then be due and
      payable as therein expressed or by declaration or otherwise and irrespective
      of
      whether the Trustee shall have made any demand on the Company for the payment
      of
      overdue principal of, premium (if any), interest on, or any Additional Amounts
      with respect to, such Securities) shall be entitled and empowered, by
      intervention in such proceeding or otherwise, 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (1) to
      file and prove a claim for the whole amount of principal (or lesser amount
      in
      the case of Original Issue Discount Securities) (and premium, if any) and
      interest and any Additional Amounts owing and unpaid in respect of the
      Securities and to file such other papers or documents as may be necessary or
      advisable to have the claims of the Trustee (including any claim for the
      reasonable compensation, expenses, disbursements and advances of the Trustee,
      its agents and counsel) and of the Holders allowed in such judicial proceeding,
      and 

     

    (2) to
      collect and receive any monies or other property payable or deliverable on
      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 it for
      the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts due the Trustee under
      Section 6.7.
      

     

    No
      provision of this Indenture shall be deemed to authorize the Trustee to
      authorize or consent to or accept or adopt on behalf of any Holder any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Securities
      or the rights of any Holder thereof or to authorize the Trustee to vote in
      respect of the claim of any Holder in any such proceeding; provided, however,
      that the Trustee may, on behalf of the Holders, vote for the election of a
      trustee in bankruptcy or similar official and be a member of a creditors’ or
      other similar committee. 

     

    Section 5.5
      Trustee
      May Enforce Claims Without Possession of Securities.
      

     

    All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and
      any
      such proceeding may be instituted by the Trustee in its own name as trustee
      of
      an express trust. 

     

    Section 5.6
      Application
      of Money Collected.
      

     

    Subject
      to the subordination provisions applicable to any series of Securities, any
      money collected by the Trustee pursuant to this Article shall be applied and
      paid in the following order, at the date or dates fixed by the Trustee and,
      in
      case of the distribution of such money on account of principal or any premium
      or
      interest on, or any Additional Amounts with respect to, the Securities, upon
      presentation of the Securities and the notation thereon of the payment if only
      partially paid and upon surrender thereof if fully paid: 

     

    FIRST:
      To
      the payment of all amounts due the Trustee under Section 6.7
      in
      connection with such series of Securities in respect of which money or other
      property is collected; 

     

    SECOND:
      Subject to the terms of any subordination entered into as contemplated by
Section 3.1,
      to the
      payment of the amounts then due and unpaid for principal of and any premium,
      if
      any, and interest on, and any Additional Amounts with respect to, the Securities
      in respect of which or for the benefit of which such money has been collected,
      ratably, without preference or priority of any kind, according to the amounts
      due and payable on such Securities for principal and any premium, if any,
      interest on and Additional Amounts, respectively; and 

     

    THIRD:
      The balance, if any, to the Company or any other Person or Persons entitled
      thereto. 

     

    To
      the
      fullest extent allowed under applicable law, if for the purpose of obtaining
      judgment against the Company in any court it is necessary to convert the sum
      due
      in respect of the principal of, premium (if any) or interest on, or any
      Additional Amounts with respect to, 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 Business Day in The City
      of
      New York next preceding that on which final judgment is given. Neither the
      Company nor the Trustee shall be liable for any shortfall nor shall any of
      them
      benefit from any windfall in payments to Holders of Securities under this
Section 5.6
      caused
      by a change in exchange rates between the time the amount of a judgment against
      it is calculated as above and the time the Trustee converts the Judgment
      Currency into the Required Currency to make payments under this Section 5.6
      to
      Holders of Securities, but payment of such judgment shall discharge all amounts
      owed by the Company on the claim or claims underlying such judgment.


     

    
      
        
        

      

      
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    Section 5.7
      Limitation
      on Suits.
      

     

    Subject
      to Section 5.8,
      no
      Holder of any Security of any series shall have any right to institute any
      proceeding, judicial or otherwise, with respect to this Indenture, or for the
      appointment of a receiver or trustee, or for any other remedy hereunder, unless
      

     

    (1) an
      Event of Default with respect to such series of Securities shall have occurred
      and be continuing and such Holder has previously given written notice to the
      Trustee of such continuing Event of Default; 

     

    (2) the
      Holders of not less than 25% in principal amount of the Outstanding Securities
      of that series shall have made written request to the Trustee to institute
      proceedings in respect of such Event of Default in its own name as Trustee
      hereunder; 

     

    (3) such
      Holder or Holders have offered and, if requested, provided to the Trustee
      reasonable indemnity against the costs, expenses and liabilities to be incurred
      in compliance with such request; 

     

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

     

    (5) no
      direction inconsistent with such written request has been given to the Trustee
      during such 60-day period by the Holders of a majority in principal amount
      of
      the Outstanding Securities of that series (or of all series, as the case may
      be). 

     

    No
      one or
      more of such Holders shall have any right in any manner whatever by virtue
      of,
      or by availing of, any provision of this Indenture to affect, disturb or
      prejudice the rights of any other of such Holders, or to obtain or to seek
      to
      obtain priority or preference over any other of such Holders or to enforce
      any
      right under this Indenture, except in the manner herein provided and for the
      equal and ratable benefit of all of such Holders. 

     

    Section 5.8
      Right
      of Holders to Receive Principal, Premium and Interest.
      

     

    Notwithstanding
      any other provision in this Indenture, the right of any Holder of any Security
      to receive payment of the principal of and any premium and (subject to
Section 3.7)
      interest on, or any Additional Amounts with respect to, such Security on the
      Stated Maturity or Stated Maturities expressed in such Security (or, in the
      case
      of redemption, on the Redemption Date) and to institute suit for the enforcement
      of any such payment after the respective due dates, shall not be impaired
      without the consent of such Holder. 

     

    Section 5.9
      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 severally
      and respectively to their former positions hereunder and thereafter all rights
      and remedies of the Trustee and the Holders shall continue as though no such
      proceeding had been instituted. 

     

    Section 5.10
      Rights
      and Remedies Cumulative.
      

     

    Except
      as
      otherwise provided in Section 5.7
      or with
      respect to the replacement or payment of mutilated, destroyed, lost or stolen
      Securities in the last paragraph of Section 3.6,
      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. 

     

    
      
        
        

      

      
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    Section 5.11
      Delay
      or Omission Not Waiver.
      

     

    No
      delay
      or omission of the Trustee or of any Holder of any Securities 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 5
      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. 

     

    Section 5.12
      Control
      by Holders.
      

     

    With
      respect to Securities of any series, the Holders of a majority in principal
      amount of the Outstanding Securities of such series shall have the right to
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred on the
      Trustee, relating to or arising under an Event of Default described in
clause
      (1),
      (2),
      (3),
      (4) or
      (7) of
      Section 5.1,
      and
      with respect to all Securities the Holders of a majority in principal amount
      of
      all Outstanding Securities shall have the right to direct the time, method
      and
      place of conducting any remedy available to the Trustee, or exercising any
      trust
      or power conferred on the Trustee, relating to or arising under an Event of
      Default described in clause
      (5) or
      (6) of
      Section 5.1,
      provided that in each such case. 

     

    (1) the
      Trustee shall have the right to decline to follow any such direction if the
      Trustee, being advised by counsel, determines that the action so directed may
      not lawfully be taken or would conflict with this Indenture or if the Trustee
      in
      good faith shall, by a Responsible Officer, determine that the proceedings
      so
      directed would involve it in personal liability or be unjustly prejudicial
      to
      the Holders not taking part in such direction, and 

     

    (2) the
      Trustee may take any other action deemed proper by the Trustee that is not
      inconsistent with such direction or this Indenture. 

     

    Section 5.13
      Waiver
      of Past Defaults.
      

     

    Subject
      to Section 5.8
      and
Section 9.2,
      the
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities of any series may on behalf of the Holders of all the
      Securities of such series waive any past default or Event of Default described
      in clause
      (1),
      (2),
      (3),
      (4) or
      (7) of
      Section 5.1
      hereunder with respect to such series and its consequences, and the Holders
      of a
      majority in principal amount of all Outstanding Securities may on behalf of
      the
      Holders of all Securities waive any Event of Default described in clause
      (5) or
      (6) of
      Section 5.1
      hereunder and its consequences, except a default 

     

    (1) in
      the payment of the principal of or any premium or interest on, or any Additional
      Amounts with respect to, any Security as and when the same shall become due
      and
      payable by the terms thereof, otherwise than by acceleration (unless such
      default has been cured as provided herein), or 

     

    (2) in
      respect of a covenant or provision hereof which under Article 9
      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 arising
      therefrom shall be deemed to have been cured, for every purpose of this
      Indenture; but no such waiver shall extend to any subsequent or other default
      or
      impair any right consequent thereon. 

     

    Section 5.14
      Undertaking
      for Costs.
      

     

    All
      parties to this Indenture agree, and each Holder of any Security by his
      acceptance thereof shall be deemed to have agreed, that in any suit for the
      enforcement of any right or remedy under this Indenture, or in any suit against
      the Trustee for any action taken, suffered or omitted by it as Trustee, a court
      may require any party litigant in such suit to file an undertaking to pay the
      costs of such suit, and may assess costs against any such party litigant, in
      the
      manner and to the extent provided in the Trust Indenture Act; provided that
      the
      provisions of this Section 5.14
      shall
      not apply to any suit instituted by the Company, to any suit instituted by
      the
      Trustee, to any suit instituted by any Holder, or group of Holders, holding
      in
      the aggregate more than 10% in principal amount of the outstanding Securities
      of
      any series, or to any suit instituted by any Holder for the enforcement of
      the
      payment of the principal of or interest on any Security on or after the Stated
      Maturity or Stated Maturities expressed in such Security (or, in the case of
      redemption, on the redemption date). 

     

    
      
        
        

      

      
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    ARTICLE
      6 

     

    THE
      TRUSTEE 

     

    Section 6.1
      Certain
      Duties and Responsibilities.
      

     

    (1) If
      an Event of Default has occurred and is continuing, the Trustee shall exercise
      the rights and powers vested in it by this Indenture and use the same degree
      of
      care and skill in their exercise as a prudent individual would exercise or
      use
      under the circumstances in the conduct of his or her own affairs. 

     

    (2) Except
      during the continuance of an Event of Default: 

     

    (A) The
      Trustee need perform only those duties that are specifically set forth in this
      Indenture and no others, and no implied covenants or obligations shall be read
      into this Indenture against the Trustee. 

     

    (B) In
      the absence of bad faith on its part, the Trustee may conclusively rely, as
      to
      the truth of the statements and the correctness of the opinions expressed
      therein, upon Officers’ Certificates or Opinions of Counsel furnished to the
      Trustee and conforming to the requirements of this Indenture; however, in the
      case of any such Officers’ Certificates or Opinions of Counsel which by any
      provisions hereof are specifically required to be furnished to the Trustee,
      the
      Trustee shall examine such Officers’ Certificates and Opinions of Counsel to
      determine whether or not they conform to the requirements of this Indenture
      (but
      need not confirm or investigate the accuracy of any mathematical calculations
      or
      other facts stated therein). 

     

    (3) The
      Trustee may not be relieved from liability for its own negligent action, its
      own
      negligent failure to act or its own willful misconduct or bad faith, except
      that: 

     

    (A) This
      paragraph does not limit the effect of clause
      (2) of
      this Section 6.1.
      

     

    (B) The
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer, unless it is proved that the Trustee was negligent in
      ascertaining the pertinent facts. 

     

    (C) The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it with respect to Securities of any series in good
      faith
      in accordance with the direction of the Holders of a majority in principal
      amount of the Outstanding Securities of such series 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 with respect to the Securities of such series. 

     

    (4) Every
      provision of this Indenture that in any way relates to the Trustee is subject
      to
clauses
      (1),
      (2) and
      (3) of
      this Section 6.1.
      

     

    (5) The
      Trustee may refuse to perform any duty or to exercise any of the rights or
      powers vested in it by this Indenture at the request or direction of any of
      Holder or Holders pursuant to this Indenture, unless such Holder or Holders
      shall have offered and, if requested, provided to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which might
      be
      incurred by it in compliance with such request or direction. 

     

    (6) No
      provision of this Indenture shall require the Trustee to risk its own funds
      or
      otherwise incur any financial liability in the performance of any of its duties,
      or in the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity against
      such risk is not reasonably assured to it. 

     

    
      
        
        

      

      
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    (7) The
      Paying Agent, the Security Registrar and any Authenticating Agent shall be
      entitled to the protections, immunities and standard of care as are set forth
      in
clauses
      (1),
      (2) and
      (3) of
      this Section 6.1
      with
      respect to the Trustee. 

     

    Section 6.2
      Notice
      of Defaults.
      

     

    If
      a
      default occurs hereunder and is continuing with respect to Securities of any
      series and it is known to a Responsible Officer of the Trustee, the Trustee
      shall give the Holders of Securities of such series notice of such default
      as
      and to the extent provided by the Trust Indenture Act; provided, however, that
      except in the case of a default in the payment of principal of (or premium,
      if
      any) or interest on, or any Additional Amounts with respect to, any Securities
      of such series or in the payment of any sinking fund installment, the Trustee
      shall be protected in withholding such notice if and so long as the Board of
      Trustees, the executive committee or a trust committee of directors and/or
      Responsible Officers of the Trustee in good faith determine that the withholding
      of such notice is in the interests of the holders of Securities of such series.
      

     

    Section 6.3
      Certain
      Rights of Trustee.
      

     

    Subject
      to the provisions of Section 6.1:
      

     

    (1) in
      the absence of bad faith on the part of the Trustee, the Trustee may rely and
      shall be protected in acting or refraining from acting upon any resolution,
      certificate, statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture, note, coupon, 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 party or parties; 

     

    (2) the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note, other
      evidence of indebtedness or other paper or document, but the Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or
      matters as it may see fit, and, if the Trustee shall determine to make such
      further inquiry or investigation, it shall be entitled to examine the books,
      records and premises of the Company, personally or by agent or attorney;


     

    (3) any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order (unless other evidence is
      specifically required herein), and any resolution of the Board of Trustees
      shall
      be sufficiently evidenced by a Board Resolution; 

     

    (4) whenever
      in the administration of this Indenture the Trustee shall deem it desirable
      that
      a matter be proved or established prior to taking, suffering or omitting any
      action hereunder, the Trustee (unless other evidence be herein specifically
      prescribed), in the absence of bad faith on its part, is entitled to and may
      rely upon an Officers’ Certificate; 

     

    (5) 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; 

     

    (6) the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys and the Trustee
      shall not be responsible for any misconduct or negligence on the part of any
      agent or attorney appointed with due care by it hereunder. 

     

    (7) the
      Trustee shall not be charged with knowledge of any default or Event of Default
      with respect to the Securities of any series for which it is acting as Trustee
      unless either (1) a Responsible Officer shall have actual knowledge of such
      default or Event of Default or (2) written notice of such default or Event
      of Default shall have been given to the Trustee by the Company or any other
      obligor on such Securities or by any Holder of such Securities; and


     

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

     

    
      
        
        

      

      
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    Section 6.4
      Not
      Responsible for Recitals or Issuance of Securities.
      

     

    The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company,
      and neither the Trustee nor any Security Registrar, Paying Agent or
      Authenticating Agent assumes any responsibility for their correctness. The
      Trustee makes no representations as to the validity or sufficiency of this
      Indenture or of the Securities. Neither the Trustee nor any Security Registrar,
      Paying Agent or Authenticating Agent shall be accountable for the use or
      application by the Company of Securities or the proceeds thereof. 

     

    Section 6.5
      May
      Hold Securities and Act as Trustee under Other Indentures.
      

     

    The
      Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
      or
      any other agent of the Company, in its individual or any other capacity, may
      become the owner or pledgee of Securities and, subject to Sections 6.8
      and
6.13,
      may
      otherwise deal with the Company with the same rights it would have if it were
      not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
      other agent. 

     

    Subject
      to the limitations imposed by the Trust Indenture Act, nothing in this Indenture
      shall prohibit the Trustee from becoming and acting as trustee under other
      indentures under which other securities, or certificates of interest of
      participation in other securities, of the Company are outstanding in the same
      manner as if it were not Trustee hereunder. 

     

    Section 6.6
      Money
      Held in Trust.
      

     

    Subject
      to the provisions of Sections 10.3
      and
13.5,
      all
      moneys received by the Trustee shall, until used or applied, as provided herein,
      be held in trust for the purposes for which they were received. Money held
      by
      the Trustee in trust hereunder need not be segregated from other funds except
      to
      the extent required by law. The Trustee shall be under no liability for interest
      on any money received by it hereunder except as otherwise agreed in writing
      with
      the Company. So long as no Event of Default shall have occurred and be
      continuing, all interest allowed on any such moneys shall be paid by the Company
      from time to time upon a Company Order. 

     

    Section 6.7
      Compensation
      and Reimbursement.
      

     

    The
      Company shall pay to the Trustee from time to time such reasonable compensation
      for its services as the Company and the Trustee may agree in writing from time
      to time. The Trustee’s compensation shall not be limited by any law on
      compensation of a trustee of an express trust. The Company shall reimburse
      the
      Trustee upon request for all reasonable out-of-pocket expenses, disbursements
      and advances incurred by it in connection with the performance of its duties
      under this Indenture, except any such expense, disbursement or advance as may
      be
      attributable to its negligence, willful misconduct or bad faith. Such expenses
      shall include the reasonable compensation and expenses of the Trustee’s agents
      and counsel. 

     

    The
      Company shall indemnify the Trustee for, and hold it harmless against, any
      and
      all loss, liability, damage, claim or expense (including attorneys’ fees and
      expenses, and including taxes other than taxes based upon, measured by or
      determined by the income of the Trustee), including without limitation the
      costs
      and expenses of defending itself against any third-party claim (whether asserted
      by any Holder or any other Person (other than the Company to the extent of
      any
      claim brought by it against the Trustee that establishes a breach by the Trustee
      in the observance or performance of its duties under this Indenture)), incurred
      by it without negligence, willful misconduct or bad faith arising out of or
      in
      connection with its acceptance or administration of the trust or trusts
      hereunder, including the performance of its duties or the exercise of its powers
      hereunder. With respect to any such claim other than a claim brought by the
      Company, (i) the Trustee shall notify the Company promptly of any claim for
      which it may seek indemnity, (ii) the Company may at its option defend the
      claim, in which event the Trustee shall cooperate in the defense and the Trustee
      may have one separate counsel and the Company shall pay the reasonable fees
      and
      expenses of such counsel and (iii) the Company need not pay for any
      settlement made without its consent, which consent shall not be unreasonably
      withheld. This indemnification shall apply to officers, directors, employees,
      shareholders and agents of the Trustee. 

     

    
      
        
        

      

      
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    To
      secure
      the Company’s payment obligations in this Section 6.7,
      the
      Trustee shall have a lien prior to the Securities of any series on all money
      or
      property held or collected by the Trustee, except that held in trust to pay
      principal of and interest on, or any Additional Amounts with respect to,
      particular Securities of that series. 

     

    When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section 5.1(5)
      or
(6) occurs,
      the expenses and the compensation for the services are intended to constitute
      expenses of administration under any Bankruptcy Law. 

     

    The
      provisions of this Section 6.7
      and any
      lien arising hereunder shall survive the resignation or removal of the Trustee
      or the discharge of the Company’s obligations under this Indenture and the
      termination of this Indenture. 

     

    Section 6.8
      Conflicting
      Interests.
      

     

    If
      the
      Trustee has or shall acquire a conflicting interest within the meaning of the
      Trust Indenture Act, the Trustee shall either eliminate such conflicting
      interest or resign, to the extent and in the manner and with the effect provided
      by, and subject to the provisions of, the Trust Indenture Act and this
      Indenture. To the extent permitted by the Trust Indenture Act, the Trustee
      shall
      not be deemed to have a conflicting interest by virtue of being a trustee under
      this Indenture with respect to Securities of more than one series or any other
      indenture. 

     

    Section 6.9
      Eligibility;
      Disqualification.
      

     

    There
      shall at all times be one (and only one) Trustee hereunder with respect to
      the
      Securities of each series (which need not be the same Trustee for all series).
      A
      Trustee may be Trustee hereunder for Securities of one or more series. Each
      Trustee shall be a Person that is eligible pursuant to the Trust Indenture
      Act
      to act as such and has (or if the Trustee is a member of a bank holding company
      system, its bank holding company has) a combined capital and surplus of at
      least
      $50,000,000 and subject to supervision or examination by federal or state (or
      the District of Columbia) authority. If any such Person or bank holding company
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of its supervising or examining authority, then for the purposes
      of
      this Section 6.9
      and to
      the extent permitted by the Trust Indenture Act, the combined capital and
      surplus of such Person or bank holding company shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time the Trustee with respect to the Securities of
      any
      series shall cease to be eligible in accordance with the provisions of this
      Section 6.9,
      it
      shall resign immediately in the manner and with the effect hereinafter specified
      in this Article
      6.
      

     

    The
      Indenture shall always have a Trustee who satisfies the requirements of
Sections
      310(a)(1),
      310(a)(2)
      and
310(a)(5)
      of the
      Trust Indenture Act. 

     

    Section 6.10
      Resignation
      and Removal; Appointment of Successor.
      

     

    No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article shall become effective until the acceptance of
      appointment by the successor Trustee in accordance with the applicable
      requirements of Section 6.11.
      

     

    The
      Trustee may resign at any time with respect to the Securities of one or more
      series by giving written notice thereof to the Company. If the instrument of
      acceptance by a successor Trustee required by Section 6.11
      shall
      not have been delivered to the Trustee within 30 days after the giving of such
      notice of resignation, the resigning Trustee may petition at the expense of
      the
      Company any court of competent jurisdiction for the appointment of a successor
      Trustee with respect to the Securities of such series. 

     

    The
      Trustee may be removed at any time with respect to the Securities of any series
      by Act of the Holders of a majority in principal amount of the Outstanding
      Securities of such series, delivered to the Trustee and to the Company. If
      the
      instrument of acceptance by a successor Trustee required by Section 6.11
      shall
      not have been delivered to the removed Trustee within 30 days after the
      receipt of such notice of removal, the removed Trustee may petition at the
      expense of the Company any court of competent jurisdiction for the appointment
      of a successor Trustee with respect to the Securities of such series.


     

    
      
        
        

      

      
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    If
      at any
      time: 

     

    (1) the
      Trustee shall fail to comply with Section 6.8
      after
      written request therefor by the Company or by any Holder who has been a bona
      fide Holder of a Security for at least six months, or 

     

    (2) the
      Trustee shall cease to be eligible under Section 6.9
      and
      shall fail to resign after written request therefor by the Company or by any
      such Holder, or 

     

    (3) the
      Trustee shall become incapable of acting or shall be adjudged a bankrupt or
      insolvent or a receiver of the Trustee or of its property shall be appointed
      or
      any public officer shall take charge or control of the Trustee or of its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, 

     

    then,
      in
      any such case, (A) the Company by a Board Resolution may remove the Trustee
      with respect to all Securities, or (B) subject to Section 5.14,
      any
      Holder who has been a bona fide Holder of a Security for at least six months
      may, on behalf of himself and all others similarly situated, petition any court
      of competent jurisdiction for the removal of the Trustee with respect to all
      Securities and the appointment of a successor Trustee or Trustees. 

     

    If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause, with respect to the
      Securities of one or more series, the Company by a Board Resolution shall
      promptly appoint a successor Trustee or Trustees with respect to the Securities
      of that or those series (it being understood that any such successor Trustee
      may
      be appointed with respect to the Securities of one or more or all of such series
      and that at any time there shall be only one Trustee with respect to the
      Securities of any particular series) and such successor Trustee or Trustees
      shall comply with the applicable requirements of Section 6.11.
      If,
      within one year after such resignation, removal or incapability, or the
      occurrence of such vacancy, a successor Trustee with respect to the Securities
      of any series shall be appointed by Act of the Holders of a majority in
      principal amount of the Outstanding Securities of such series delivered to
      the
      Company and the retiring Trustee, the successor Trustee so appointed shall,
      forthwith upon its acceptance of such appointment in accordance with the
      applicable requirements of Section 6.11,
      become
      the successor Trustee with respect to the Securities of such series and to
      that
      extent supersede the successor Trustee appointed by the Company. If no successor
      Trustee with respect to the Securities of any series shall have been so
      appointed by the Company or the Holders and accepted appointment in the manner
      required by Section 6.11,
      the
      retiring Trustee may petition, or any Holder who has been a bona fide Holder
      of
      a Security of such series for at least six months may petition, on behalf of
      himself and all others similarly situated, any court of competent jurisdiction
      for the appointment of a successor Trustee with respect to the Securities of
      such series. 

     

    The
      Company shall give notice of each resignation and each removal of the Trustee
      with respect to the Securities of any series and each appointment of a successor
      Trustee with respect to the Securities of any series to all Holders of
      Securities of such series in the manner provided in Section 1.7.
      Each
      notice shall include the name of the successor Trustee with respect to the
      Securities of such series and the address of its Corporate Trust Office.


     

    Section 6.11
      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,
      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. 

     

    
      
        
        

      

      
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    In
      case
      of the appointment hereunder of a successor Trustee with respect to the
      Securities of one or more (but not all) series, the Company, the retiring
      Trustee and each successor Trustee with respect to the Securities of one or
      more
      series shall execute and deliver an indenture supplemental hereto wherein each
      successor Trustee shall accept such appointment and which (1) shall contain
      such provisions as shall be necessary or desirable to transfer and confirm
      to,
      and to vest in, each successor Trustee all the rights, powers, trusts and duties
      of the retiring Trustee with respect to the Securities of that or those series
      to which the appointment of such successor Trustee relates, (2) if the
      retiring Trustee is not retiring with respect to all Securities, shall contain
      such provisions as shall be deemed necessary or desirable to confirm that all
      the rights, powers, trusts and duties of the retiring Trustee with respect
      to
      the Securities of that or those series as to which the retiring Trustee is
      not
      retiring shall continue to be vested in the retiring Trustee, and (3) shall
      add to or change any of the provisions of this Indenture as shall be necessary
      to provide for or facilitate the administration of the trusts hereunder by
      more
      than one Trustee, it being understood that nothing herein or in such
      supplemental indenture shall constitute such Trustees co-trustees of the same
      trust and that each such Trustee shall be trustee of a trust or trusts 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 qualified and eligible under this
      Article 6.
      

     

    Section 6.12
      Merger,
      Conversion, Consolidation or Succession to Business.
      

     

    Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to or acquiring all or substantially all the corporate trust business
      of the Trustee (including the administration of the trust created by this
      Indenture), shall be the successor of the Trustee hereunder, provided such
      corporation shall be otherwise qualified and eligible under this Article,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto. In case any Securities shall have been authenticated,
      but not delivered, by the Trustee then in office, any successor by merger,
      conversion or consolidation to, or by succession to or acquisition of all or
      substantially all of the corporate trust business of, such successor Trustee
      may
      adopt such authentication and deliver the Securities so authenticated with
      the
      same effect as if such successor Trustee had itself authenticated such
      Securities. 

     

    Section 6.13
      Preferential
      Collection of Claims Against Company.
      

     

    If
      and
      when the Trustee shall be or become a creditor of the Company (or any other
      obligor upon the Securities) as provided in the Trust Indenture Act, the Trustee
      shall be subject to the provisions of the Trust Indenture Act regarding the
      collection of claims against the Company (or any such other obligor).


     

    Section 6.14
      Appointment
      of Authenticating Agent.
      

     

    The
      Trustee may appoint an Authenticating Agent or Agents with respect to one or
      more series of Securities which shall be authorized to act on behalf of the
      Trustee to authenticate Securities of such series issued upon original issue
      and
      upon exchange, registration of transfer or partial redemption thereof or
      pursuant to Section 3.6,
      and
      Securities so authenticated shall be entitled to the benefits of this Indenture
      and shall be valid and obligatory for all purposes as if authenticated by the
      Trustee hereunder. Wherever reference is made in this Indenture to the
      authentication and delivery of Securities by the Trustee or the Trustee’s
      certificate of authentication, such reference shall be deemed to include
      authentication and delivery on behalf of the Trustee by an Authenticating Agent
      and a certificate of authentication executed on behalf of the Trustee by an
      Authenticating Agent. Each Authenticating Agent shall be acceptable to the
      Company and, except as other specified as contemplated by Section 3.1,
      shall
      at all times be a bank or trust company or corporation organized and doing
      business under the laws of the United States of America, any State thereof
      or
      the District of Columbia, authorized under such laws to act as Authenticating
      Agent, having (or if the Authenticating Agent is a member of a bank holding
      company system, its bank holding company has) a combined capital and surplus
      of
      not less than $50,000,000 and subject to supervision or examination by Federal
      or State (or the District of Columbia) authority. If such Authenticating Agent
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of said supervising or examining authority, then for the purposes
      of this Section 6.14,
      the
      combined capital and surplus of such Authenticating Agent shall be deemed to
      be
      its combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time an Authenticating Agent shall cease
      to be
      eligible in accordance with the provisions of this Section 6.14,
      such
      Authenticating Agent shall resign immediately in the manner and with the effect
      specified in this Section 6.14.
      

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Any
      corporation into which an Authenticating Agent may be merged or converted or
      with which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any corporation succeeding to or acquiring the corporate agency or corporate
      trust business of an Authenticating Agent, shall continue to be an
      Authenticating Agent, provided such corporation shall be otherwise eligible
      under this Section 6.14,
      without
      the execution or filing of any paper or any further act on the part of the
      Trustee or the Authenticating Agent. 

     

    An
      Authenticating Agent for any series of Securities may resign at any time by
      giving written notice thereof to the Trustee for such series and to the Company.
      The Trustee for any series of Securities may at any time terminate the agency
      of
      an Authenticating Agent by giving written notice thereof to such Authenticating
      Agent and to the Company. Upon receiving such a notice of resignation or upon
      such a termination, or in case at any time such Authenticating Agent shall
      cease
      to be eligible in accordance with the provisions of this Section, the Trustee
      for such series may appoint a successor Authenticating Agent which shall be
      acceptable to the Company and shall give notice of such appointment in the
      manner provided in Section 1.7
      to all
      Holders of Securities of the series with respect to which such Authenticating
      Agent will serve. Any successor Authenticating Agent upon acceptance of its
      appointment hereunder shall become vested with all the rights, powers and duties
      of its predecessor hereunder, with like effect as if originally named as an
      Authenticating Agent. No successor Authenticating Agent shall be appointed
      unless eligible under the provisions of this Section 6.14.
      

     

    The
      Trustee agrees to pay to each Authenticating Agent from time to time reasonable
      compensation for its services under this Section 6.14,
      and the
      Trustee shall be entitled to be reimbursed for such payments, subject to the
      provisions of Section 6.7.
      

     

    If
      an
      appointment with respect to one or more series is made pursuant to this
Section 6.14,
      the
      Securities of such series may have endorsed thereon, in lieu of the Trustee’s
      certificate of authentication, an alternative certificate of authentication
      in
      the following form: 

     

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

     

    
      	 	 	 
	 	
              

              [TRUSTEE],
                as Trustee

            
	 	 


    

     

    
      	 	 	 
	 	By:  	 
	 	
              

              As
                Authenticating Agent

            


    

     

    
      	 	 	 
	 	By:  	 
	 	
              

              Authorized
                Officer

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      any provision of this Section 6.14
      to the
      contrary, if at any time any Authenticating Agent appointed hereunder with
      respect to any series of Securities shall not also be acting as the Security
      Registrar hereunder with respect to any series of Securities, then, in addition
      to all other duties of an Authenticating Agent hereunder, such Authenticating
      Agent shall also be obligated: (i) to furnish to the Security Registrar
      promptly all information necessary to enable the Security Registrar to maintain
      at all times an accurate and current Security Register; and (ii) prior to
      authenticating any Security denominated in a foreign currency, to ascertain
      from
      the Company the units of such foreign currency that are required to be
      determined by the Company pursuant to Section 3.2.
      

     

    ARTICLE
      7 

     

    HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY 

     

    Section 7.1
      Company
      to Furnish Trustee Names and Addresses of Holders.
      

     

    The
      Company will furnish or cause to be furnished to the Trustee 

     

    (1) not
      later than 15 days after the Regular Record Date for each respective series
      of Securities, or if there is no Regular Record Date for such series of
      Securities, semi-annually on January 1 and July 1, a list, in such
      form as the Trustee may reasonably require, of the names and addresses of the
      Holders of Securities of each series as of such date, as the case may be, and
      

     

    (2) at
      such other times as the Trustee may request in writing, within 30 days
      after the receipt by the Company of any such request, a list of similar form
      and
      content as of a date not more than 15 days prior to the time such list is
      furnished; provided that no such list need be furnished by the Company to the
      Trustee so long as the Trustee is acting as Security Registrar. 

     

    Section 7.2
      Preservation
      of Information; Communications to Holders.
      

     

    The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section 7.1
      and the
      names and addresses of Holders received by the Trustee in its capacity as
      Security Registrar. The Trustee may destroy any list furnished to it as provided
      in Section 7.1
      upon
      receipt of a new list so furnished. 

     

    The
      rights of Holders to communicate with other Holders with respect to their rights
      under this Indenture or under the Securities, and the corresponding rights
      and
      privileges of the Trustee, shall be as provided by the Trust Indenture Act.
      

     

    Every
      Holder of Securities, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company nor the Trustee nor any agent of either
      of them shall be held accountable by reason of any disclosure of information
      as
      to names and addresses of Holders made pursuant to the Trust Indenture Act.
      

     

    Section 7.3
      Reports
      by Trustee.
      

     

    The
      Trustee shall transmit to Holders and any other required Persons 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. 

     

    As
      promptly as practicable after each January 1 beginning with the
      January 1 following the date of this Indenture, and in any event prior to
      March 1 in each year, the Trustee shall mail to each Holder a brief report
      dated as of December 31 of the prior year if and to the extent required by
Section 313(a)
      of the
      Trust Indenture Act. The Trustee shall also comply with Section 313(b)
      of the
      Trust Indenture Act. 

     

    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 notify the Trustee when
      any Securities are listed on any stock exchange. 

     

    
      
        
        

      

      
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    Section 7.4
      Reports
      by Company.
      

     

    The
      Company shall file with the Trustee and the Commission, and transmit to Holders
      and any other required Persons within 30 days after the filing with the
      Trustee, such information, documents and other reports, and such summaries
      thereof, as may be required pursuant to the Trust Indenture Act at the times
      and
      in the manner provided pursuant to the Trust Indenture Act; provided that any
      such information, documents or reports required to be filed with the Commission
      pursuant to Section 13
      or 15(d)
      of the
      Exchange Act shall be filed with the Trustee within 30 days after the same
      is so required to be filed with the Commission. 

     

    ARTICLE
      8 

     

    CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE 

     

    Section 8.1
      Company
      May Consolidate, etc., Only on Certain Terms.
      

     

    The
      Company may not merge or consolidate with or into any other Person, in a
      transaction in which it is not the surviving Person, or sell, convey, transfer,
      lease or otherwise dispose of all or substantially all of its assets to any
      Person, unless (i) the surviving or transferee Person is organized and
      existing under the laws of the United States or a State thereof or the District
      of Columbia and such Person expressly assumes by supplemental indenture all
      the
      obligations of the Company under the Securities and under this Indenture,
      (ii) immediately thereafter, giving effect to such merger or consolidation,
      or such sale, conveyance, transfer or other disposition, no default or Event
      of
      Default shall have occurred and be continuing and (iii) the Company shall
      have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
      each stating that such merger, consolidation, sale, conveyance, transfer, lease
      or other disposition complies with this Article 8
      and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with. 

     

    Section 8.2
      Successor
      Substituted.
      

     

    Upon
      any
      consolidation of the Company with, or merger of the Company into, any other
      Person or any conveyance, transfer or lease of all or substantially all of
      the
      properties and assets of the Company in accordance with Section 8.1,
      the
      successor Person formed by such consolidation or into which the Company is
      merged or to which such sale, conveyance, transfer or lease 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, except in the
      case
      of a lease, the predecessor Person shall be relieved of all obligations and
      covenants under this Indenture and the Securities. 

     

    ARTICLE
      9 

     

    SUPPLEMENTAL
      INDENTURES 

     

    Section 9.1
      Supplemental
      Indentures Without Consent of Holders.
      

     

    Without
      the consent of any Holders, the Company , when authorized by a Board Resolution,
      and the Trustee, at any time and from time to time, may enter into one or more
      indentures supplemental hereto for any of the following purposes: 

     

    (1) to
      evidence the succession of another Person to the Company, or successive
      successions, and the assumption by any such successor of the covenants and
      obligations of the Company herein and in the Securities in compliance with
      Article 8;
      or


     

    (2) to
      add to the covenants of the Company for the benefit of the Holders of any one
      or
      more series of Securities (and if such covenants are to be for the benefit
      of
      less than all series of Securities, stating that such covenants are expressly
      being included solely for the benefit of such series), to convey, transfer,
      assign, mortgage or pledge any property to or with the Trustee or otherwise
      secure any series of the Securities, including provisions regarding the
      circumstances under which collateral may be released or substituted, to
      surrender any right or power herein conferred upon the Company or to comply
      with
      any requirement of the Commission or otherwise in connection with the
      qualification of this Indenture or any supplemental indenture under the Trust
      Indenture Act; or 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (3) to
      add any additional Events of Default for the benefit of the Holders of any
      one
      or more series of Securities (and if such additional Events of Default are
      to be
      for the benefit of less than all series of Securities, stating that such
      additional Events of Default are expressly being included solely for the benefit
      of such series); or 

     

    (4) to
      add to or change any of the provisions of this Indenture to such extent as
      shall
      be necessary to permit or facilitate the issuance of Securities in bearer form,
      registrable or not registrable as to principal, and with or without interest
      coupons, or to permit or facilitate the issuance of Securities in global form
      or
      uncertificated form; or 

     

    (5) to
      add to, change or eliminate any of the provisions of this Indenture in respect
      of one or more series of Securities, provided that any such addition, change
      or
      elimination (A) shall neither (i) apply to any Outstanding Security of
      any series created prior to the execution of such supplemental indenture and
      entitled to the benefit of such provision, or (ii) modify the rights of any
      Holder of any Outstanding Security with respect to such provision, or
      (B) shall become effective when there is no Security then Outstanding; or


     

    (6) to
      add or provide for a guaranty or guarantees of the Securities or additional
      obligors on the Securities; or 

     

    (7) to
      establish the form or terms of Securities of any series as permitted by
Sections
      2.1
      and
3.1;
      or


     

    (8) to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Securities of one or more series 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 6.11;
      or


     

    (9) to
      correct or supplement any provision herein which may be defective or
      inconsistent with any other provision herein, to cure any ambiguity or omission,
      to correct any mistake, or to conform to any prospectus pursuant to which
      Securities of any series were offered; or 

     

    (10) to
      make any other provisions with respect to matters or questions arising under
      this Indenture, provided such action shall not adversely affect the rights
      of
      any Holder of Securities of any series; or 

     

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


     

    Section 9.2
      Supplemental
      Indentures with Consent of Holders.
      

     

    With
      the
      consent of the Holders of a majority in principal amount of the Outstanding
      Securities of each series affected by such supplemental indenture (acting as
      one
      class), by Act of said Holders delivered to the Company and the Trustee, the
      Company, when authorized by a Board Resolution, and the Trustee may enter into
      an indenture or indentures supplemental hereto for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Indenture or any indenture supplemental hereto or of modifying in any
      manner the rights of the Holders of Securities of such series under this
      Indenture; provided, however, that no such supplemental indenture shall, without
      the consent of the Holder of each Outstanding Security affected thereby,


     

    (1) change
      the Stated Maturity of the principal of or any installment of principal of,
      or
      the date fixed for payment of interest on or any sinking fund payment with
      respect to, any Security, or reduce the principal amount thereof or the rate
      of
      interest thereon, any Additional Amounts with respect thereto or any premium
      payable upon the redemption thereof, or change any obligation of the Company
      to
      pay Additional Amounts (except as contemplated by Section 8.1
      and
      permitted by clause
      (1) of
      Section 9.1),
      or
      reduce the amount of the principal of an Original Issue Discount Security or
      any
      other Security which would be due and payable upon a declaration of acceleration
      of the Maturity thereof pursuant to Section 5.2,
      or
      change any Place of Payment where, or the coin or currency or currencies
      (including composite currencies) in which any Security or any premium or
      interest thereon or Additional Amounts with respect thereto is payable, or
      impair the right to institute suit for the enforcement of any such payment
      on or
      after the Stated Maturity thereof (or, in the case of redemption, on or after
      the Redemption Date), or modify the provisions of this Indenture with respect
      to
      the subordination of a Security in a manner adverse to the holder thereof,
      or


     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (2) reduce
      the percentage in principal amount of the Outstanding Securities of any series,
      the consent of whose Holders is required for any such supplemental indenture,
      or
      the consent of whose Holders is required for any waiver (of compliance with
      certain provisions of this Indenture or certain defaults hereunder and their
      consequences) provided for in this Indenture, or 

     

    (3) modify
      any of the provisions of this Section 9.2,
      Section 5.13
      or
Section 10.8,
      except
      to increase any such percentage or to provide with respect to any particular
      series the right to condition the effectiveness of any supplemental indenture
      as
      to that series on the consent of the Holders of a specified percentage of the
      aggregate principal amount of Outstanding Securities of such series (which
      provision may be made pursuant to Section 3.1
      without
      the consent of any Holder) or to provide that certain other provisions of this
      Indenture cannot be modified or waived without the consent of the Holder of
      each
      Outstanding Security affected thereby; provided, however, that this clause
      shall
      not be deemed to require the consent of any Holder with respect to changes
      in
      the references to “the
      Trustee”
and
      concomitant changes in this Section 9.2
      and
Section 10.8,
      or the
      deletion of this proviso, in accordance with the requirements of Sections 6.11
      and
9.1(8).
      

     

    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 the Holders of Securities of such series with respect to such covenant
      or other provision, shall be deemed not to affect the rights under this
      Indenture of the Holders of Securities of any other series. 

     

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

     

    Section 9.3
      Execution
      of Supplemental Indentures.
      

     

    In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article or the modifications thereby of the trusts
      created by this Indenture, the Trustee shall be entitled to receive, and
      (subject to Sections 6.1
      and
6.3)
      shall
      be fully protected in relying upon, an Opinion of Counsel stating that the
      execution of such supplemental indenture is authorized or permitted by this
      Indenture. The Trustee may, but shall not be obligated to, enter into any such
      supplemental indenture which affects the Trustee’s own rights, duties,
      immunities or liabilities under this Indenture or otherwise. 

     

    Section 9.4
      Effect
      of Supplemental Indentures.
      

     

    Upon
      the
      execution of any supplemental indenture under this Article 9,
      this
      Indenture shall be modified in accordance therewith, and such supplemental
      indenture shall form a part of this Indenture for all purposes; and every Holder
      of Securities theretofore or thereafter authenticated and delivered hereunder
      shall be bound thereby; provided that if such supplemental indenture makes
      any
      of the changes described in clauses
      (1) through
      (3) of
      the first proviso to Section 9.2,
      such
      supplemental indenture shall bind each Holder of a Security who has consented
      to
      it and every subsequent Holder of such Security or any part thereof.


     

    Section 9.5
      Conformity
      with Trust Indenture Act.
      

     

    Every
      supplemental indenture executed pursuant to this Article 9
      shall
      conform to the requirements of the Trust Indenture Act. 

     

    Section 9.6
      Reference
      in Securities to Supplemental Indentures.
      

     

    Securities
      of any series authenticated and delivered after the execution of any
      supplemental indenture pursuant to this Article 9
      may, and
      shall if required by the Trustee, bear a notation in form approved by the
      Trustee as to any matter provided for in such supplemental indenture. If the
      Company shall so determine, new Securities of any series so modified as to
      conform, in the opinion of the Trustee and the Company, to any such supplemental
      indenture may be prepared and executed by the Company and authenticated and
      delivered by the Trustee in exchange for Outstanding Securities of such series.
      

     

    
      
        
        

      

      
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    ARTICLE
      10 

     

    COVENANTS
      

     

    Section 10.1
      Payment
      of Principal, Premium and Interest.
      

     

    The
      Company covenants and agrees for the benefit of the Holders of each series
      of
      Securities that it will duly and punctually pay the principal of and any premium
      and interest on, and any Additional Amounts with respect to, the Securities
      of
      that series in accordance with the terms of the Securities and this Indenture.
      

     

    Section 10.2
      Maintenance
      of Office or Agency.
      

     

    The
      Company will maintain in each Place of Payment for any series of Securities
      an
      office or agency where Securities of that series may be presented or surrendered
      for payment, where Securities of that series may be surrendered for registration
      of transfer or exchange and where notices and demands to or upon the Company
      in
      respect of the Securities of that series and this Indenture may be served.
      The
      Company will give prompt written notice to the Trustee of the location, and
      any
      change in the location, of any such office or agency. If at any time the Company
      shall fail to maintain any such required office or agency or shall fail to
      furnish the Trustee with the address thereof, such presentations, surrenders,
      notices and demands may be made or served at the Corporate Trust Office of
      the
      Trustee, and the Company hereby appoints the Trustee as its agent to receive
      all
      such presentations, surrenders, notices and demands. Unless otherwise provided
      in a supplemental indenture or pursuant to Section 3.1
      hereof,
      the Place of Payment for any series of Securities shall be the Corporate Trust
      Office of the Trustee. 

     

    The
      Company may also from time to time designate one or more other offices or
      agencies where the Securities of one or more series may be presented or
      surrendered for any or all such purposes and may from time to time rescind
      such
      designations; provided, however, that no such designation or rescission shall
      in
      any manner relieve the Company of its obligation to maintain an office or agency
      in each Place of Payment for Securities of any series 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 10.3
      Money
      for Securities Payments to be Held in Trust.
      

     

    If
      the
      Company, any Subsidiary or any of their respective Affiliates shall at any
      time
      act as Paying Agent with respect to any series of Securities, such Paying Agent
      will, on or before each due date of the principal of or any premium or interest
      on, or any Additional Amounts with respect to, any of the Securities of that
      series, segregate and hold in trust for the benefit of the Persons entitled
      thereto a sum sufficient to pay the principal and any premium and interest,
      or
      any Additional Amounts, so becoming due until such sums shall be paid to such
      Persons or otherwise disposed of as herein provided and will promptly notify
      the
      Trustee of its action or failure so to act. 

     

    Whenever
      the Company shall have one or more Paying Agents for any series of Securities,
      it will, on or prior to each due date of the principal of or any premium or
      interest on, or Additional Amounts with respect to, any Securities of that
      series, deposit with a Paying Agent a sum sufficient to pay such amount, such
      sum to be held as provided by the Trust Indenture Act, and (unless such Paying
      Agent is the Trustee) the Company will promptly notify the Trustee of its action
      or failure so to act. 

     

    The
      Company will cause each Paying Agent for any series of Securities other than
      the
      Trustee to execute and deliver to the Trustee an instrument in which such Paying
      Agent shall agree with the Trustee, subject to the provisions of this
Section 10.3,
      that
      such Paying Agent will (1) comply with the provisions of the Trust
      Indenture Act applicable to it as a Paying Agent and (2) during the
      continuance of any default by the Company (or any other obligor upon the
      Securities of that series) in the making of any payment in respect of the
      Securities of that series, upon the written request of the Trustee, forthwith
      pay to the Trustee all sums held in trust by such Paying Agent for payment
      in
      respect of the Securities of that series. 

     

    The
      Company may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture, or with respect to one or more series of
      Securities, or for any other purpose, pay, or by Company Order direct any Paying
      Agent to pay, to the Trustee all sums held in trust by the Company or such
      Paying Agent, such sums to be held by the Trustee upon the same trusts as those
      upon which such sums were held by the Company or such Paying Agent; and, upon
      such payment by any Paying Agent to the Trustee, such Paying Agent shall be
      released from all further liability with respect to such money. 

     

    
      
        
        

      

      
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    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company,
      in
      trust for the payment of the principal of or any premium or interest on, or
      any
      Additional Amounts with respect to, any Security of any series and remaining
      unclaimed for a period ending on the earlier of the date that is ten Business
      Days prior to the date such money would escheat to the State or two years after
      such principal, premium or interest or Additional Amount has become due and
      payable shall be paid to the Company on Company Request, or (if then held by
      the
      Company) shall be discharged from such trust; and the Holder of such Security
      shall thereafter, as an unsecured general creditor, look only to the Company
      for
      payment thereof, and all liability of the Trustee or such Paying Agent with
      respect to such trust money, and all liability of the Company as trustee
      thereof, shall thereupon cease; provided, however, that the Trustee or such
      Paying Agent, before being required to make any such repayment, may at the
      expense of the Company cause to be published once, in an Authorized Newspaper
      in
      The Borough of Manhattan, The City of New York and in such other Authorized
      Newspapers as the Trustee shall deem appropriate, notice that such money remains
      unclaimed and that, after a date specified herein, which shall not be less
      than
      30 days from the date of such publication, any unclaimed balance of such
      money then remaining will, unless otherwise required by mandatory provisions
      of
      applicable escheat, or abandoned or unclaimed property law, be repaid to the
      Company. 

     

    Section 10.4
      Statement
      by Officers as to Default.
      

     

    At
      any
      time at which there are Outstanding Securities of any series issued under this
      Indenture, the Company will deliver to the Trustee, within 120 days after
      the end of each fiscal year of the Company ending after the date hereof, an
      Officers’ Certificate complying with Section 314(a)(4)
      of the
      Trust Indenture Act and stating that a review of the activities of the Company
      during such year and of performance under this Indenture has been made under
      the
      supervision of the signers thereof and stating whether or not to the best
      knowledge of the signers thereof, based upon such review, the Company is in
      default in the performance and observance of any of the terms, provisions and
      conditions of this Indenture (without regard to any period of grace or
      requirement of notice provided hereunder) and, if the Company shall be in
      default, specifying all such defaults and the nature and status thereof of
      which
      they may have knowledge. One of the officers signing the Officers’ Certificate
      delivered pursuant to this Section 10.05
      shall be
      the principal executive, financial or accounting officer of the Company.


     

    Section 10.5
      Existence.
      

     

    Subject
      to Article 8,
      the
      Company will do or cause to be done all things necessary to preserve and keep
      in
      full force and effect its existence. 

     

    Section 10.6
      All
      Securities to be Equally and Ratably Secured.
      

     

    Unless
      specified otherwise by the Company pursuant to Section 3.1
      with
      respect to any series, the Company will not itself secure Securities of any
      one
      or more series with any Mortgage, without effectively providing that the
      Securities of every other series shall be secured equally and ratably by such
      Mortgage. 

     

    Section 10.7
      Maintenance
      of Properties.
      

     

    The
      Company will cause all properties used or useful in the conduct of its business
      to be maintained and kept in good condition, repair and working order and
      supplied with all necessary equipment and will cause to be made all necessary
      repairs, renewals, replacements, betterments and improvements thereof, all
      as,
      and to the extent, in the judgment of the Company may be necessary or
      appropriate in connection with its business; provided, however, that nothing
      in
      this Section shall prevent the Company from discontinuing the operation or
      maintenance of any of such properties if such discontinuance is, in the judgment
      of the Company, desirable in the conduct of its business and not disadvantageous
      in any material respect to the Holders. 

     

    
      
        
        

      

      
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    Section 10.8
      Payment
      of Taxes and Other Claims.
      

     

    The
      Company will pay or discharge or cause to be paid or discharged, before the
      same
      shall become delinquent, (1) all taxes, assessments and governmental
      charges levied or imposed upon the Company or upon the income, profits or
      property of the Company, and (2) all lawful claims for labor, materials and
      supplies which, if unpaid, might by law become a lien upon the property of
      the
      Company; provided, however, that the Company shall not be required to pay or
      discharge or cause to be paid or discharged any such tax, assessment, charge
      or
      claim (i) whose amount, applicability or validity is being contested in
      good faith by appropriate proceedings or (ii) if the failure to pay or
      discharge would not have a material adverse effect on the assets, business,
      operations, properties or financial condition of the Company and its
      Subsidiaries, taken as a whole. 

     

    Section 10.9
      Waiver
      of Certain Covenants.
      

     

    Except
      as
      otherwise specified as contemplated by Section 3.1
      for
      Securities of such series, the Company may, with respect to the Securities
      of
      any series, omit in any particular instance to comply with any term, provision
      or condition set forth in any covenant provided pursuant to Sections 3.1(22),
      9.1(2),
      8.1,
      10.4,
      10.5,
      10.6,
      10.7
      or
10.8
      for the
      benefit of the Holders of such series if before or after the time for such
      compliance the Holders of at least a majority in principal amount of the
      Outstanding Securities of such series shall, by Act of such Holders, either
      waive such compliance in such instance or generally waive compliance with such
      term, provision or condition, but no such waiver shall extend to or affect
      such
      term, provision or condition except to the extent so expressly waived, and,
      until such waiver shall become effective, the obligations of the Company and
      the
      duties of the Trustee in respect of any such term, provision or condition shall
      remain in full force and effect. 

     

    Section 10.10
      Additional
      Amounts.
      

     

    If
      the
      Securities of a series expressly provide for the payment of Additional Amounts,
      the Company will pay to the Holder of any Security of such series Additional
      Amounts as expressly provided therein. Whenever in this Indenture there is
      mentioned, in any context, the payment of the principal of, or premium (if
      any)
      or interest on any Security of any series or the net proceeds received from
      the
      sale or exchange of any Security of any series, such mention shall be deemed
      to
      include mention of the payment of Additional Amounts provided for in this
Section 10.10
      to the
      extent that, in such context, Additional Amounts are, were or would be payable
      in respect thereof pursuant to the provisions of this Section 10.10
      and
      express mention of the payment of Additional Amounts (if applicable) in any
      provisions hereof shall not be construed as excluding Additional Amounts in
      those provisions hereof where such express mention is not made. 

     

    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 (or if the Securities of that series will not bear interest
      prior to Maturity, the first day on which a payment of principal and any premium
      is made), and at least 10 days prior to each date of payment of principal
      and any premium or interest if there has been any change with respect to the
      matters set forth in the below-mentioned Officers’ Certificate, the Company
      shall furnish the Trustee and the Company’s principal Paying Agent or Paying
      Agents, if other than the Trustee, with an Officers’ Certificate instructing the
      Trustee and such Paying Agent or Paying Agents whether such payment of principal
      of and any premium or interest on the Securities of that series shall be made
      to
      Holders of Securities of that series who are United States Aliens without
      withholding for or on account of any tax, assessment or other governmental
      charge described in the Securities of that series. If any such withholding
      shall
      be required, then such Officers’ Certificate shall specify by country the
      amount, if any, required to be withheld on such payments to such Holders of
      Securities and the Company will pay to such Paying Agent the Additional Amounts
      required by this Section 10.10.
      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, willful misconduct 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 10.10.
      

     

    
      
        
        

      

      
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    ARTICLE
      11 

     

    REDEMPTION
      OF SECURITIES 

     

    Section 11.1
      Applicability
      of Article.
      

     

    Securities
      of any series that are redeemable in whole or in part before their Stated
      Maturity shall be redeemable in accordance with their terms and (except as
      otherwise specified as contemplated by Section 3.1
      for such
      Securities) in accordance with this Article
      11.
      

     

    Section 11.2
      Election
      to Redeem; Notice to Trustee.
      

     

    The
      election of the Company to redeem any Securities shall be evidenced by a Board
      Resolution or in another manner specified as contemplated by Section 3.1
      for such
      Securities. In case of any redemption at the election of the Company of less
      than all the Securities of any series (including any such redemption affecting
      only a single Security), the Company shall, at least 45 days prior to the
      Redemption Date fixed by the Company (unless a shorter notice shall be
      satisfactory to the Trustee), notify the Trustee of such Redemption Date, of
      the
      principal amount of Securities of such series to be redeemed and, if applicable,
      of the tenor of the Securities to be redeemed. In the case of any redemption
      of
      Securities (i) prior to the expiration of any restriction on such
      redemption provided in the terms of such Securities or elsewhere in this
      Indenture or (ii) pursuant to an election of the Company which is subject
      to a condition specified in the terms of such Securities, the Company shall
      furnish the Trustee with an Officers’ Certificate evidencing compliance with
      such restriction or condition. 

     

    Section 11.3
      Selection
      by Trustee of Securities to Be Redeemed.
      

     

    If
      less
      than all the Securities of any series are to be redeemed (unless all the
      Securities of such series and of a specified tenor are to be redeemed or unless
      such redemption affects only a single Security), the particular Securities
      to be
      redeemed shall be selected not more than 45 days prior to the Redemption
      Date by the Trustee, from the Outstanding Securities of such series not
      previously called for redemption, on a pro-rata basis, or in the Trustee’s
      discretion, by lot, or by such other method as the Trustee shall deem fair
      and
      appropriate, provided that the unredeemed portion of the principal amount of
      any
      Security shall be in an authorized denomination (which shall not be less than
      the minimum authorized denomination) for such Security. 

     

    If
      any
      Security selected for partial redemption is converted in part before termination
      of the conversion right with respect to the portion of the Security so selected,
      the converted portion of such Security shall be deemed (so far as may be) to
      be
      the portion selected for redemption. 

     

    The
      Trustee shall promptly notify the Company and the Security Registrar in writing
      of the Securities selected for redemption as aforesaid and, in case of any
      Securities selected for partial redemption as aforesaid, 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 Securities redeemed or to be redeemed only in part, to the portion of the
      principal amount of such Securities which has been or is to be redeemed.


     

    Section 11.4
      Notice
      of Redemption.
      

     

    Notice
      of
      redemption shall be given by first-class mail, postage prepaid, mailed not
      fewer
      than 30 nor more than 90 days prior to the Redemption Date, unless a
      shorter period is specified in the Securities to be redeemed, to each Holder
      of
      Securities to be redeemed, at its address appearing in the Security Register.
      

     

    All
      notices of redemption shall state: 

     

    (1) the
      Redemption Date, 

     

    (2) the
      Redemption Price (including accrued interest, if any, to be paid), 

     

    (3) if
      less than all the Outstanding Securities of any series consisting of more than
      a
      single Security are to be redeemed, the identification (and, in the case of
      partial redemption of any such Securities, the principal amounts) of the
      particular Securities to be redeemed and, if less than all the Outstanding
      Securities of any series consisting of a single Security are to be redeemed,
      the
      principal amount of the particular Security to be redeemed, 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    (4) in
      case any Security is to be redeemed in part only, that on and after the
      Redemption Date, upon surrender of such Security, the Holder of such Security
      will receive, without charge, a new Security or Securities of authorized
      denominations for the principal amount thereof remaining unredeemed;


     

    (5) that
      on the Redemption Date the Redemption Price will become due and payable upon
      each such Security to be redeemed and, if applicable, that interest thereon
      will
      cease to accrue on and after said date, 

     

    (6) the
      place or places where each such Security is to be surrendered for payment of
      the
      Redemption Price, 

     

    (7) if
      applicable, the conversion price, the date on which the right to convert the
      principal of the Securities or the portions thereof to be redeemed will
      terminate, and the place or places where such Securities may be surrendered
      for
      conversion, 

     

    (8) that
      the redemption is for a sinking fund, if such is the case, and 

     

    (9) the
      CUSIP number or numbers and/or common codes of the Security being redeemed.
      

     

    Notice
      of
      redemption of Securities to be redeemed at the election of the Company shall
      be
      given by the Company or, at the Company’s request, by the Trustee in the name
      and at the expense of the Company, provided that the Company shall have prepared
      and provided to the Trustee the form of such notice, or, if acceptable to the
      Trustee, provided sufficient information to enable the Trustee to prepare such
      notice, in each case on a timely basis. 

     

    Section 11.5
      Deposit
      of Redemption Price.
      

     

    On
      or
      prior to any Redemption Date, the Company shall deposit with the Trustee or
      with
      a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
      and hold in trust as provided in Section 10.3)
      an
      amount of money sufficient to pay the Redemption Price of, and (except if the
      Redemption Date shall be an Interest Payment Date) accrued interest on, all
      the
      Securities which are to be redeemed on that date. 

     

    If
      any
      Security called for redemption is converted, any money deposited with the
      Trustee or with a Paying Agent or so segregated and held in trust for the
      redemption of such Security shall (subject to any right of any Holder of such
      Security to receive interest thereon) be paid to the Company on Company Request,
      or if then held by the Company, shall be discharged from such trust.


     

    Section 11.6
      Securities
      Payable on Redemption Date.
      

     

    Notice
      of
      redemption having been given as aforesaid, the Securities so to be redeemed
      shall, on the Redemption Date, become due and payable at the Redemption Price
      therein specified, and from and after such date (unless the Company shall
      default in the payment of the Redemption Price and accrued interest) such
      Securities shall cease to bear interest. Upon surrender of any such Security
      for
      redemption in accordance with said notice, such Security shall be paid by the
      Company at the Redemption Price, together with accrued interest (and any
      Additional Amounts) to the Redemption Date; provided, however, that, unless
      otherwise specified as contemplated by Section 3.1,
      installments of interest whose Stated Maturity is on or prior to the Redemption
      Date will be payable to the Holders of such Securities, or one or more
      Predecessor Securities, registered as such at the close of business on the
      relevant Record Dates according to their terms and the provisions of
Section 3.7.
      

     

    If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal and any premium shall, until paid, bear interest
      from
      the Redemption Date at the rate prescribed therefor in the Security or, in
      the
      case of Original Issue Discount Securities, the Securities’ Yield to Maturity.


     

    Section 11.7
      Securities
      Redeemed in Part.
      

     

    Any
      Security which is to be redeemed only in part shall be surrendered at a Place
      of
      Payment therefor (with, if the Company or the Trustee so requires, due
      endorsement by, or a written instrument of transfer in form satisfactory to
      the
      Company and the Trustee duly executed by, the Holder thereof or its attorney
      duly authorized in writing), and the Company shall execute, and the Trustee
      shall authenticate and deliver to the Holder of such Security without service
      charge, a new Security or Securities of the same series and Stated Maturity
      and
      of like tenor, of any authorized denomination as requested by such Holder,
      in
      aggregate principal amount equal to and in exchange for the unredeemed portion
      of the principal of the Security so surrendered. 

     

    
      
        
        

      

      
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    Unless
      otherwise specified as contemplated by Section 3.1,
      the
      Company and any Affiliate of the Company may at any time purchase or otherwise
      acquire Securities in the open market or by private agreement. Such acquisition
      shall not operate as or be deemed for any purpose to be a redemption of the
      indebtedness represented by such Securities. Any Securities purchased or
      acquired by the Company may be delivered to the Trustee and, upon such delivery,
      the indebtedness represented thereby shall be deemed to be satisfied.
Section 3.
      9
      shall
      apply to all Securities so delivered. 

     

    ARTICLE
      12 

     

    SINKING
      FUNDS 

     

    Section 12.1
      Applicability
      of Article.
      

     

    The
      provisions of this Article 12
      shall be
      applicable to any sinking fund for the retirement of Securities of any series
      except as otherwise specified as contemplated by Section 3.1
      for such
      Securities. 

     

    The
      minimum amount of any sinking fund payment provided for by the terms of any
      Securities 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 such
      Securities is herein referred to as an “optional
      sinking fund payment.”
Unless
      otherwise provided for by the terms of any Securities, the cash amount of any
      sinking fund payment may be subject to reduction as provided in Section 12.2.
      Each
      sinking fund payment shall be applied to the redemption of Securities as
      provided for by the terms of such Securities. 

     

    Section 12.2
      Satisfaction
      of Sinking Fund Payments with Securities.
      

     

    The
      Company (1) may deliver Outstanding Securities of a series (other than any
      previously called for redemption) and (2) may apply as a credit Securities
      of a series which have been redeemed either at the election of the Company
      pursuant to the terms of such Securities or through the application of permitted
      optional sinking fund payments pursuant to the terms of such Securities, in
      each
      case in satisfaction of all or any part of any sinking fund payment with respect
      to any Securities of such series required to be made pursuant to the terms
      of
      such Securities as and to the extent provided for by the terms of such
      Securities; provided that the Securities to be so credited have not been
      previously so credited. The Securities to be so credited shall be received
      and
      credited for such purpose by the Trustee at the Redemption Price, as specified
      in the Securities so to be redeemed, for redemption through operation of the
      sinking fund and the amount of such sinking fund payment shall be reduced
      accordingly. 

     

    Section 12.3
      Redemption
      of Securities for Sinking Fund.
      

     

    Not
      fewer
      than 45 days prior (unless a shorter period shall be satisfactory to the
      Trustee) to each sinking fund payment date for any Securities, the Company
      will
      deliver to the Trustee an Officers’ Certificate specifying the amount of the
      next ensuing sinking fund payment for such Securities pursuant to the terms
      of
      such Securities, the portion thereof, if any, which is to be satisfied by
      payment of cash and the portion thereof, if any, which is to be satisfied by
      delivering and crediting Securities pursuant to Section 12.2
      and will
      also deliver to the Trustee any Securities to be so delivered. Not fewer than
      30 days prior to each such sinking fund payment date, the Trustee shall
      select the Securities to be redeemed upon such sinking fund payment date in
      the
      manner specified in Section 11.3
      and
      cause notice of the redemption thereof to be given in the name of and at the
      expense of the Company in the manner provided in Section 11.4.
      Such
      notice having been duly given, the redemption of such Securities shall be made
      upon the terms and in the manner stated in Sections 11.6
      and
11.7.
      

     

    
      
        
        

      

      
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    ARTICLE
      13 

     

    DEFEASANCE
      AND COVENANT DEFEASANCE 

     

    Section 13.1
      Company’s
      Option to Effect Defeasance or Covenant Defeasance.
      

     

    The
      Company may elect, at its option at any time, to have Section 13.2
      or
Section 13.3
      applied
      to any Securities or any series of Securities, as the case may be, designated
      pursuant to Section 3.1
      as being
      defeasible pursuant to such Section 13.2
      or
13.3,
      in
      accordance with any applicable requirements provided pursuant to Section 3.1
      and upon
      compliance with the conditions set forth below in this Article 13.
      Any
      such election shall be evidenced by a Board Resolution or in another manner
      specified as contemplated by Section 3.1
      for such
      Securities. 

     

    Section 13.2
      Defeasance
      and Discharge.
      

     

    Upon
      the
      Company’s exercise of its option (if any) to have this Section applied to any
      Securities or any series of Securities, as the case may be, the Company shall
      be
      deemed to have been discharged from its obligations with respect to such
      Securities as provided in this Section on and after the date the conditions
      set
      forth in Section 13.4
      are
      satisfied (hereinafter called “Defeasance”).
      For
      this purpose, such Defeasance means that the Company shall be deemed to have
      paid and discharged the entire indebtedness represented by such Securities
      and
      to have satisfied all its other obligations under such Securities and this
      Indenture insofar as such Securities are concerned (and the Trustee, at the
      expense of the Company, shall execute proper instruments acknowledging the
      same), subject to the following which shall survive until otherwise terminated
      or discharged hereunder: 

     

    (1) the
      rights of Holders of such Securities to receive, solely from the trust fund
      described in Section 13.4
      and as
      more fully set forth in such Section, payments in respect of the principal
      of
      and any premium and interest on, or any Additional Amounts with respect to,
      such
      Securities when payments are due, 

     

    (2) the
      Company’s obligations with respect to such Securities under Sections 3.4,
      3.5, 3.6, 10.2 and 10.3, 

     

    (3) the
      rights, powers, trusts, duties and immunities of the Trustee hereunder, and
      

     

    (4) this
      Article 13.
      

     

    Subject
      to compliance with this Article 13,
      the
      Company may exercise its option (if any) to have this Section applied to any
      Securities notwithstanding the prior exercise of its option (if any) to have
      Section 13.3
      applied
      to such Securities. 

     

    Section 13.3
      Covenant
      Defeasance.
      

     

    Upon
      the
      Company’s exercise of its option (if any) to have this Section 13.3
      applied
      to any Securities or any series of Securities, as the case may be, 

     

    (1) the
      Company shall be released from their obligations under Sections 8.1,
      10.4,
      10.5.
      10.6,
      10.7
      or
10.8
      and any
      covenants provided pursuant to Sections 3.1(22)
      or
9.1(2)
      for the
      benefit of the Holders of such Securities and 

     

    (2) the
      occurrence of any event specified in Section 5.1(4)
      (with
      respect to any of Sections 8.1,
      10.4,
      10.5.
      10.6,
      10.7
      or
10.8
      and any
      such covenants provided pursuant to Sections 3.1(22)
      or
9.1(2))
      and the
      occurrence of any other Event of Default specified pursuant to Section 3.1
      or
Section 9.1(3)
      shall be
      deemed not to be or result in an Event of Default, in each case with respect
      to
      such Securities or any series of Securities as provided in this Section 13.3
      on and
      after the date the conditions set forth in Section 13.4
      are
      satisfied (hereinafter called “Covenant
      Defeasance”).
      For
      this purpose, such Covenant Defeasance means that, with respect to such
      Securities, the Company may omit to comply with and shall have no liability
      in
      respect of any term, condition or limitation set forth in any such specified
      Section or such other covenant (to the extent so specified in the case of
Section 5.1(4)
      and the
      occurrence of any Event of Default specified pursuant to Section 3.1
      or
Section 9.1(3)),
      whether directly or indirectly by reason of any reference elsewhere herein
      to
      any such Section or such other covenant or by reason of any reference in any
      such Section or such other covenant to any other provision herein or in any
      other document, but the remainder of this Indenture and such Securities shall
      be
      unaffected thereby. 

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    Section 13.4
      Conditions
      to Defeasance or Covenant Defeasance.
      

     

    The
      following shall be the conditions to the application of Section 13.2
      or
Section 13.3
      to any
      Securities or any series of Securities, as the case may be: 

     

    (1) The
      Company shall have deposited or caused to be deposited irrevocably with the
      Trustee (or another trustee which satisfies the requirements contemplated by
      Section 6.9
      and
      agrees to comply with the provisions of this Article 13
      applicable to it) as trust funds in trust for the purpose of making the
      following payments, specifically pledged as security for, and dedicated solely
      to, the benefits of the Holders of such Securities, 

     

    (A) in
      the case of Securities of a series denominated in currency of the United States
      of America, 

     

    (i) cash
      in currency of the United States of America in an amount, or 

     

    (ii) U.S.
      Government Obligations which through the scheduled payment of principal and
      interest in respect thereof in accordance with their terms will provide, not
      later than one day before the due date of any payment, an amount in cash, or
      

     

    (iii) a
      combination thereof, or 

     

    (B) in
      the case of Securities of a series denominated in currency other than that
      of
      the United States of America, 

     

    (i) cash
      in the currency in which such series of Securities is denominated in an amount,
      or 

     

    (ii) Foreign
      Government Obligations which through the scheduled payment of principal and
      interest in respect thereof in accordance with their terms will provide, not
      later than one day before the due date of any payment, an amount in cash, or
      

     

    (iii) a
      combination thereof, 

     

    in
      each
      case 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, and which shall be applied by the Trustee (or
      any
      such other qualifying trustee) to pay and discharge, the principal of and any
      premium and interest on such Securities on the respective Stated Maturities,
      in
      accordance with the terms of this Indenture and such Securities. 

     

    (2) For
      Securities denominated in United States dollars, in the event of an election
      to
      have Section 13.2
      apply to
      any Securities or any series of Securities, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel stating that


     

    (A) the
      Company has received from, or there has been published by, the Internal Revenue
      Service a ruling or 

     

    (B) since
      the date of this instrument, there has been a change in the applicable Federal
      income tax law, 

     

    in
      either
      case clause
      (A) or
      (B) to
      the effect that, and based thereon such opinion shall confirm that, the Holders
      of such Securities will not recognize gain or loss for Federal income tax
      purposes as a result of the deposit, Defeasance and discharge to be effected
      with respect to such Securities and will be subject to Federal income tax on
      the
      same amount, in the same manner and at the same times as would be the case
      if
      such deposit, Defeasance and discharge were not to occur. 

     

    (3) For
      Securities denominated in United States dollars, in the event of an election
      to
      have Section 13.3
      apply to
      any Securities or any series of Securities, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel to the effect that
      the
      Holders of such Securities will not recognize gain or loss for Federal income
      tax purposes as a result of the deposit and Covenant Defeasance to be effected
      with respect to such Securities and will be subject to Federal income tax on
      the
      same amount, in the same manner and at the same times as would be the case
      if
      such deposit and Covenant Defeasance were not to occur. 

     

    (4) The
      Company shall have delivered to the Trustee an Officers’ Certificate to the
      effect that neither such Securities nor any other Securities of the same series,
      if then listed on any securities exchange, will be delisted as a result of
      such
      deposit. 

     

    
      
        
        

      

      
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    (5) No
      event which is, or after notice or lapse of time or both would become, an Event
      of Default with respect to such Securities or any other Securities shall have
      occurred and be continuing at the time of such deposit or, with regard to any
      such event specified in Sections
      5.1(5)
      and
(6),
      at any
      time on or prior to the 90th day after the date of such deposit (it being
      understood that this condition shall not be deemed satisfied until after such
      90th day). 

     

    (6) Such
      Defeasance or Covenant Defeasance shall not cause the Trustee to have a
      conflicting interest within the meaning of the Trust Indenture Act (assuming
      all
      Securities are in default within the meaning of such Act). 

     

    (7) Such
      Defeasance or Covenant Defeasance shall not result in a breach or violation
      of,
      or constitute a default under, this Indenture or any other agreement or
      instrument to which the Company is a party or by which it is bound.


     

    (8) Such
      Defeasance or Covenant Defeasance shall not result in the trust arising from
      such deposit constituting an investment company within the meaning of the
      Investment Company Act unless such trust shall be registered under such Act
      or
      exempt from registration thereunder. 

     

    (9) The
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent with respect
      to
      such Defeasance or Covenant Defeasance have been complied with. 

     

    Section 13.5
      Deposited
      Money, U. S. Government Obligations and Foreign Government Obligations to be
      Held in Trust; Miscellaneous Provisions.
      

     

    Subject
      to the provisions of the last paragraph of Section 10.3,
      all
      money, U.S. Government Obligations and Foreign Government Obligations (including
      the proceeds thereof) deposited with the Trustee or other qualifying trustee
      (solely for purposes of this Section 13.5
      and
Section 13.6,
      the
      Trustee and any such other trustee are referred to collectively as the
“Trustee”)
      pursuant to Section 13.4
      in
      respect of any Securities shall be held in trust and applied by the Trustee,
      in
      accordance with the provisions of such Securities and this Indenture, to the
      payment, either directly or through any such Paying Agent (including the Company
      acting as its own Paying Agent) as the Trustee may determine, to the Holders
      of
      such Securities, of all sums due and to become due thereon in respect of
      principal and any premium and interest, but money so held in trust need not
      be
      segregated from other funds except to the extent required by law. The Company
      shall pay and indemnify the Trustee against any tax, fee or other charge imposed
      on or assessed against the U.S. Government Obligations or Foreign Government
      Obligations deposited pursuant to Section 13.4
      or the
      principal and 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 Outstanding
      Securities. Anything in this Article 13
      to the
      contrary notwithstanding, the Trustee shall deliver or pay to the Company from
      time to time upon Company Request any money, U.S. Government Obligations or
      Foreign Government Obligations held by it as provided in Section 13.4
      with
      respect to any Securities 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 the Defeasance or Covenant Defeasance,
      as
      the case may be, with respect to such Securities. 

     

    Section 13.6
      Reinstatement.
      

     

    If
      the
      Trustee or the Paying Agent is unable to apply any money in accordance with
      this
Article 13
      with
      respect to any Securities by reason of any order or judgment of any court or
      governmental authority enjoining, restraining or otherwise prohibiting such
      application, then the obligations under this Indenture and such Securities
      from
      which the Company has been discharged or released pursuant to Section 13.2
      or
13.3
      shall be
      revived and reinstated as though no deposit had occurred pursuant to this
Article 13
      with
      respect to such Securities, until such time as the Trustee or Paying Agent
      is
      permitted to apply all money held in trust pursuant to Section 13.5
      with
      respect to such Securities in accordance with this Article 13;
      provided, however, that if the Company makes any payment of principal of or
      any
      premium or interest on any such Security following such reinstatement of its
      obligations, the Company shall be subrogated to the rights (if any) of the
      Holders of such Securities to receive such payment from the money so held in
      trust. 

     

    
      
        
        

      

      
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    ARTICLE
      14 

     

    SUBORDINATION
      

     

    Section 14.1
      Securities
      Subordinated to Senior Indebtedness.
      

     

    The
      Company and each Holder of a Security, by his acceptance thereof, agree that
      (a) the payment of the principal of, premium (if any) and interest on and
      any Additional Amounts with respect to each and all the Securities and
      (b) any other payment in respect of the Securities, including on account of
      the acquisition or redemption of Securities by the Company, is subordinated,
      to
      the extent and in the manner provided in such Security or in the supplemental
      indenture pursuant to which such Security is issued, to the prior payment in
      full of all Senior Indebtedness specified in such Security or in such
      supplemental indenture. 

     

    Such
      subordination provisions shall constitute a continuing offer to all Persons
      who,
      in reliance upon such provisions, become holders of, or continue to hold, any
      of
      such Senior Indebtedness, and such provisions are made for the benefit of the
      holders of such Senior Indebtedness and any one or more of them may enforce
      such
      provisions. 

     

    Section 14.2
      Right
      of Trustee to Hold Senior Indebtedness.
      

     

    The
      Trustee in its individual capacity shall be entitled to all of the rights set
      forth in this Article 14
      in
      respect of any Senior Indebtedness at any time held by it to the same extent
      as
      any other holder of Senior Indebtedness, and nothing in this Indenture shall
      be
      construed to deprive the Trustee of any of its rights as such holder.


     

    Section 14.3
      Subordination
      Not to Prevent Events of Default.
      

     

    The
      failure to make a payment on account of principal of, premium (if any) or
      interest on the Securities by reason of any subordination provision for the
      benefit of holders of Senior Indebtedness shall not be construed as preventing
      the occurrence of a Default or an Event of Default under Section 5.1
      or in
      any way prevent the Holders of the Securities from exercising any right
      hereunder other than the right to receive payment on the Securities.


     

    Section 14.4
      No
      Fiduciary Duty of Trustee to Holders of Senior Indebtedness.
      

     

    The
      Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
      Indebtedness, and shall not be liable to any such holders (other than for its
      willful misconduct or negligence) if it shall in good faith mistakenly pay
      over
      or distribute to the Holders of the Securities or the Company or any other
      Person, cash, property or securities to which any holders of Senior Indebtedness
      shall be entitled by virtue of this
      Article 14
      or
      otherwise. Nothing in this Section 14.4
      shall
      affect the obligation of any other such Person to hold such payment for the
      benefit of, and to pay such payment over to, the holders of Senior Indebtedness
      or their representative. 

     

    Section 14.5
      Article Applicable
      to Paying Agent.
      

     

    In
      case
      at any time any Payment Agent other than the Trustee shall have been appointed
      by the Company and be then acting hereunder, the term “Trustee”
as
      used
      in this Article 14
      shall in
      such case (unless the context shall otherwise require) be construed as extending
      to and including such Payment Agent within its meaning as fully for all intents
      and purposes as if such Paying Agent were named in this Article 14
      in
      addition to or in place of the Trustee; provided, however, that this
Section 14.5
      shall
      not apply to the Company or any Affiliate of the Company if it or such Affiliate
      acts as Paying Agent. 

     

    [signature
      page follows] 

     

    
      
        
        

      

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

    
      	 	 	 
	 	
              LEV
                PHARMACEUTICALS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Title:
                

              
                

              

            


    

    
      	 	 	 
	 	By:  	 
	 	
              

            
	 	
              Title:
                

              
                

              

            


    

     

    
      
        
        

      

      
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