Exhibit 4.15


 


JUNIOR SUBORDINATED INDENTURE



CAPITAL TRUST, INC. 



TO



THE BANK OF NEW YORK



TRUSTEE



Dated as of [    ], 2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS AND OTHER
  PROVISIONS OF GENERAL APPLICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2.

  	
   

  	
  Compliance Certificate and Opinions

  	
   

  	
  9

  
	
  Section 1.3.

  	
   

  	
  Forms of Documents Delivered to Trustee

  	
   

  	
  10

  
	
  Section 1.4.

  	
   

  	
  Acts of Holders

  	
   

  	
  10

  
	
  Section 1.5.

  	
   

  	
  Notices, Etc. to Trustee and Company

  	
   

  	
  12

  
	
  Section 1.6.

  	
   

  	
  Notice to Holders; Waiver

  	
   

  	
  13

  
	
  Section 1.7.

  	
   

  	
  Conflict with Trust Indenture Act

  	
   

  	
  13

  
	
  Section 1.8.

  	
   

  	
  Effect of Headings and Table of Contents

  	
   

  	
  13

  
	
  Section 1.9.

  	
   

  	
  Successors and Assigns

  	
   

  	
  13

  
	
  Section 1.10.

  	
   

  	
  Separability Clause

  	
   

  	
  13

  
	
  Section 1.11.

  	
   

  	
  Benefits of Indenture

  	
   

  	
  13

  
	
  Section 1.12.

  	
   

  	
  Governing Law

  	
   

  	
  13

  
	
  Section 1.13.

  	
   

  	
  Legal Holidays

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  II

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECURITY
  FORMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
   

  	
  Forms Generally

  	
   

  	
  14

  
	
  Section 2.2.

  	
   

  	
  Form of Face of Security

  	
   

  	
  14

  
	
  Section 2.3.

  	
   

  	
  Form of Reverse of Security

  	
   

  	
  17

  
	
  Section 2.4.

  	
   

  	
  Additional Provisions Required in Global Security

  	
   

  	
  20

  
	
  Section 2.5.

  	
   

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  III

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
   

  	
  Amount Unlimited Issuable in Series

  	
   

  	
  21

  
	
  Section 3.2.

  	
   

  	
  Denominations

  	
   

  	
  23

  
	
  Section 3.3.

  	
   

  	
  Execution, Authentication, Delivery and Dating

  	
   

  	
  23

  
	
  Section 3.4.

  	
   

  	
  Temporary Securities

  	
   

  	
  25

  
	
  Section 3.5.

  	
   

  	
  Registration, Transfer and Exchange

  	
   

  	
  25

  
	
  Section 3.6.

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  	
  28

  
	
  Section 3.7.

  	
   

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  	
  28

  
	
  Section 3.8.

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  30

  
	
  Section 3.9.

  	
   

  	
  Cancellation

  	
   

  	
  30

  
	
  Section 3.10.

  	
   

  	
  Computation of Interest

  	
   

  	
  30

  
	
  Section 3.11.

  	
   

  	
  Deferrals of Interest Payment Dates

  	
   

  	
  30

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.12.

  	
   

  	
  Right of Set-off

  	
   

  	
  31

  
	
  Section 3.13.

  	
   

  	
  Agreed Tax Treatment

  	
   

  	
  31

  
	
  Section 3.14.

  	
   

  	
  CUSIP Numbers

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SATISFACTION
  AND DISCHARGE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  32

  
	
  Section 4.2.

  	
   

  	
  Application of Trust Money

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  V

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  Events of Default

  	
   

  	
  33

  
	
  Section 5.2.

  	
   

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  34

  
	
  Section 5.3.

  	
   

  	
  Collection of Indebtedness and Suits for Enforcement by Trustee

  	
   

  	
  35

  
	
  Section 5.4.

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  36

  
	
  Section 5.5.

  	
   

  	
  Trustee May Enforce Claim Without Possession of Securities

  	
   

  	
  36

  
	
  Section 5.6.

  	
   

  	
  Application of Money Collected

  	
   

  	
  37

  
	
  Section 5.7.

  	
   

  	
  Limitation on Suits

  	
   

  	
  37

  
	
  Section 5.8.

  	
   

  	
  Unconditional Right of Holders to Receive Principal, Premium and
  Interest; Direct Action by Holders of Trust Preferred Securities

  	
   

  	
  38

  
	
  Section 5.9.

  	
   

  	
  Restoration of Rights and Remedies

  	
   

  	
  38

  
	
  Section 5.10.

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  38

  
	
  Section 5.11.

  	
   

  	
  Delay or Omission Not Waiver

  	
   

  	
  38

  
	
  Section 5.12.

  	
   

  	
  Control by Holders

  	
   

  	
  39

  
	
  Section 5.13.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  39

  
	
  Section 5.14.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  39

  
	
  Section 5.15.

  	
   

  	
  Waiver of Usury, Stay or Extension Laws

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
   

  	
  Certain Duties and Responsibilities

  	
   

  	
  40

  
	
  Section 6.2.

  	
   

  	
  Notice of Defaults

  	
   

  	
  40

  
	
  Section 6.3.

  	
   

  	
  Certain Rights of Trustee

  	
   

  	
  41

  
	
  Section 6.4.

  	
   

  	
  Not Responsible for Recitals or Issuance of Securities

  	
   

  	
  42

  
	
  Section 6.5.

  	
   

  	
  May Hold Securities

  	
   

  	
  42

  
	
  Section 6.6.

  	
   

  	
  Money Held in Trust

  	
   

  	
  42

  
	
  Section 6.7.

  	
   

  	
  Compensation and Reimbursement

  	
   

  	
  42

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  Section 6.8.

  	
   

  	
  Disqualification; Conflicting Interests

  	
   

  	
  43

  
	
  Section 6.9.

  	
   

  	
  Corporate Trustee Required; Eligibility

  	
   

  	
  43

  
	
  Section 6.10.

  	
   

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  44

  
	
  Section 6.11.

  	
   

  	
  Acceptance of Appointment by Successor

  	
   

  	
  45

  
	
  Section 6.12.

  	
   

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
   

  	
  46

  
	
  Section 6.13.

  	
   

  	
  Preferential Collection of Claims Against Company

  	
   

  	
  46

  
	
  Section 6.14.

  	
   

  	
  Appointment of Authenticating Agent

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  VII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HOLDER’S
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  Company to Furnish Trustee Names and Addresses of Holders

  	
   

  	
  48

  
	
  Section 7.2.

  	
   

  	
  Preservation of Information, Communications to Holders

  	
   

  	
  48

  
	
  Section 7.3.

  	
   

  	
  Reports by Trustee

  	
   

  	
  49

  
	
  Section 7.4.

  	
   

  	
  Reports by Company

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  VIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
   

  	
  Company May Consolidate, Etc., only on Certain Terms

  	
   

  	
  49

  
	
  Section 8.2.

  	
   

  	
  Successor Corporation Substituted

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  IX

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUPPLEMENTAL
  INDENTURES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
   

  	
  Supplemental Indentures Without Consent of Holders

  	
   

  	
  51

  
	
  Section 9.2.

  	
   

  	
  Supplemental Indentures with Consent of Holders

  	
   

  	
  52

  
	
  Section 9.3.

  	
   

  	
  Execution of Supplemental Indentures

  	
   

  	
  53

  
	
  Section 9.4.

  	
   

  	
  Effect of Supplemental Indentures

  	
   

  	
  54

  
	
  Section 9.5.

  	
   

  	
  Conformity with Trust Indenture Act

  	
   

  	
  54

  
	
  Section 9.6.

  	
   

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  54

  
	
  Section 9.7.

  	
   

  	
  Subordination Unimpaired

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
   

  	
  Payment of Principal, Premium and Interest

  	
   

  	
  54

  
	
  Section 10.2.

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  54

  
	
  Section 10.3.

  	
   

  	
  Money for Securities Payments to be Held in Trust

  	
   

  	
  54

  
	
  Section 10.4.

  	
   

  	
  Statement as to Compliance

  	
   

  	
  56

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  Section 10.5.

  	
   

  	
  Waiver of Certain Covenants

  	
   

  	
  56

  
	
  Section 10.6.

  	
   

  	
  Additional Sums; Expenses of a CT Trust

  	
   

  	
  56

  
	
  Section 10.7.

  	
   

  	
  Additional Covenants

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  XI

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REDEMPTION
  OF SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.1.

  	
   

  	
  Applicability of this Article

  	
   

  	
  57

  
	
  Section 11.2.

  	
   

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  57

  
	
  Section 11.3.

  	
   

  	
  Selection of Securities to be Redeemed

  	
   

  	
  58

  
	
  Section 11.4.

  	
   

  	
  Notice of Redemption

  	
   

  	
  58

  
	
  Section 11.5.

  	
   

  	
  Deposit of Redemption Price

  	
   

  	
  59

  
	
  Section 11.6.

  	
   

  	
  Payment of Securities Called for Redemption

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  XII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINKING
  FUNDS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.1.

  	
   

  	
  Applicability of Article

  	
   

  	
  60

  
	
  Section 12.2.

  	
   

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
   

  	
  60

  
	
  Section 12.3.

  	
   

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  XIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUBORDINATION
  OF SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.1.

  	
   

  	
  Securities Subordinate to Senior and Subordinated Debt

  	
   

  	
  62

  
	
  Section 13.2.

  	
   

  	
  Company Not to Pay if Senior and Subordinated Debt of Company is in
  Default

  	
   

  	
  62

  
	
  Section 13.3.

  	
   

  	
  Payment over of Proceeds upon Dissolution, Default, Etc., of the
  Company

  	
   

  	
  62

  
	
  Section 13.4.

  	
   

  	
  Subrogation to Rights of Holders of Senior and Subordinated Debt

  	
   

  	
  64

  
	
  Section 13.5.

  	
   

  	
  Reliance on Certificate of Liquidating Agent

  	
   

  	
  64

  
	
  Section 13.6.

  	
   

  	
  Payment Permitted if No Default

  	
   

  	
  64

  
	
  Section 13.7.

  	
   

  	
  Trustee Not Charged with Knowledge of Prohibition

  	
   

  	
  65

  
	
  Section 13.8.

  	
   

  	
  Provisions are Solely to Define Relative Rights

  	
   

  	
  65

  
	
  Section 13.9.

  	
   

  	
  No Waiver of Subordination Provisions

  	
   

  	
  65

  
	
  Section 13.10.

  	
   

  	
  Trustee to Effectuate Subordination

  	
   

  	
  65

  
	
  Section 13.11.

  	
   

  	
  Rights of Trustee as Holder of Senior and Subordinated Debt

  	
   

  	
  66

  
	
  Section 13.12.

  	
   

  	
  Article Applicable to Paying Agents

  	
   

  	
  66

  



 

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE XIV

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REPAYMENT AT THE OPTION OF
  HOLDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.1.

  	
   

  	
  Applicability of Article

  	
   

  	
  66

  
	
  Section 14.2.

  	
   

  	
  Repayment of Securities

  	
   

  	
  66

  
	
  Section 14.3.

  	
   

  	
  Exercise of Option; Notice

  	
   

  	
  66

  
	
  Section 14.4.

  	
   

  	
  Securities Payable on the Repayment Date

  	
   

  	
  67

  



 

















 


CAPITAL TRUST, INC.


 


Certain Sections of this Indenture relating to Sections 310 through
318, inclusive, of the Trust Indenture Act of 1939:


 


	
  TRUST INDENTURE ACT SECTION

  	
   

  	
  INDENTURE
  SECTION

  
	
  §
  310

  	
  (a)(1),
  (2) and (5)

  	
  6.9

  
	
   

  	
  (a)(3)

  	
  Not
  Applicable

  
	
   

  	
  (a)(4)

  	
  Not
  Applicable

  
	
   

  	
  (b)

  	
  6.8,
  6.10

  
	
   

  	
  (c)

  	
  Not
  Applicable

  
	
  §
  311

  	
  (a)

  	
  6.13

  
	
   

  	
  (b)

  	
  6.13

  
	
  §
  312

  	
  (a)

  	
  7.1,
  7.2(a), 7.2(b), 7.2(c)

  
	
  §
  313

  	
  (a)

  	
  7.3(a),
  7.3(b)

  
	
   

  	
  (b)

  	
  7.3(b)

  
	
   

  	
  (c)

  	
  7.3(a),
  7.3(b)

  
	
   

  	
  (d)

  	
  7.3(c)

  
	
  §
  314

  	
  (a)(1),
  (2) and (3)

  	
  7.4

  
	
   

  	
  (a)(4)

  	
  10.4

  
	
   

  	
  (b)

  	
  Not
  Applicable

  
	
   

  	
  (c)(1)

  	
  1.2

  
	
   

  	
  (c)(2)

  	
  1.2

  
	
   

  	
  (c)(3)

  	
  Not
  Applicable

  
	
   

  	
  (d)

  	
  Not
  Applicable

  
	
   

  	
  (e)

  	
  1.2

  
	
   

  	
  (f)

  	
  Not
  Applicable

  
	
  §
  315

  	
  (a)

  	
  6.1

  
	
   

  	
  (b)

  	
  6.2

  
	
   

  	
  (c)

  	
  6.1

  
	
   

  	
  (d)

  	
  6.1

  
	
   

  	
  (e)

  	
  5.14

  
	
  §
  316

  	
  (a)

  	
  1.1

  
	
   

  	
  (a)(1)(A)

  	
  5.12

  
	
   

  	
  (a)(1)(B)

  	
  5.13

  
	
   

  	
  (a)(2)

  	
  Not
  Applicable

  
	
   

  	
  (b)

  	
  5.8

  
	
   

  	
  (c)

  	
  1.4(f)

  
	
  §
  317

  	
  (a)(1)

  	
  5.3

  
	
   

  	
  (a)(2)

  	
  5.4

  
	
   

  	
  (b)

  	
  10.3

  
	
  §
  318

  	
  (a)

  	
  1.7

  
				



 






Note: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.


 

















 


Junior Subordinated Indenture,
dated as of [    ], 2008, between Capital Trust, Inc., a Maryland corporation
(hereinafter called the “Company”),
having its principal office at 410 Park Avenue, 14th floor, New
York, N.Y. 10022, and The Bank of New York,
a New York banking corporation, as Trustee (hereinafter called the “Trustee”).


 


Recitals of the Company


 


The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereinafter called the “Securities”) of substantially the tenor
hereinafter provided, including, without limitation, Securities issued to
evidence loans made to the Company of the proceeds from the issuance from time
to time by one or more statutory trusts (each a “CT Trust,” and, collectively, the “CT
Trusts”) of preferred trust
interests in such Trusts (the “Trust
Preferred Securities”) and common interests in such Trusts (the “Common Securities” and, collectively with the Trust
Preferred Securities, the “Trust Securities”),
and to provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered.


 


All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.


 


Now therefore, this Indenture witnesseth:
For and in consideration of the premises and the purchase of the Securities by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series
thereof, as follows:


 


ARTICLE I


 


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 other terms used
herein that are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein;


 


(3)           all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles, and the term “generally accepted
accounting principles” with respect to any computation required or permitted
hereunder shall mean such accounting principles that are generally accepted at
the date or time of such computation; provided
that when two or more principles are so generally accepted, it shall
mean that set of principles consistent with those in use by the Company;


 

















 


(4)           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


 


(5)           unless the context
otherwise requires, any reference to an “Article,” a “Section” or a “Subsection”
refers to an Article, Section or Subsection, as the case may be, of this
Indenture.


 


“Act” when used with
respect to any Holder has the meaning specified in Section 1.4(a).


 


“Additional Interest”
means the interest, if any, that shall accrue on any interest on the Securities
of any series the payment of which has not been made on the applicable Interest
Payment Date and that shall accrue at the rate per annum specified or
determined as specified in such Security.


 


“Additional Sums” has the
meaning specified in Section 10.6.


 


“Additional Taxes” means
the sum of any additional taxes, duties, assessments or governmental charges of
whatever nature, other than withholding taxes, imposed by the United States, or
any other taxing authority.


 


“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; provided, however,  no
CT Trust to which Securities have been issued shall be deemed to be an
Affiliate of the Company. For the 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.


 


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


 


“Board of Directors”
means either the board of directors of the Company or any committee of that
board duly authorized to act hereunder.


 


“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 Directors, or such
committee of the Board of Directors or officers of the Company to which
authority to act on behalf of the Board of Directors has been delegated, and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.


 


“Business Day” means any
day other than a Saturday, Sunday, or any other day on which banking
institutions and trust companies in New York, New York, Waterbury, Connecticut
or Wilmington, Delaware, are authorized or required by law or executive order
to remain closed.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or if at any time after the execution of this 


 


2

















 


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 on such date.


 


“Common Securities” has
the meaning specified in the first recital of this Indenture.


 


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


 


“Company Request” and “Company Order” mean, respectively, the
written request or order signed in the name of the Company by the Chairman of
the Board of Directors, the Chairman of the Executive Committee of the Board of
Directors, a Vice Chairman of the Board of Directors, the Chief Executive
Officer, the President, the Chief Operating Officer, a Vice Chairman or a Vice
President, the Treasurer, an Assistant Treasurer, the Secretary, an Assistant
Secretary or the Comptroller of the Company, and delivered to the Trustee.


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered.


 


“corporation” includes a
corporation, association, company, joint-stock company or business trust.


 


“Debt” means with respect
to any Person, whether recourse is to all or a portion of the assets of such
Person and whether or not contingent, (i) every obligation of such Person
for money borrowed; (ii) every obligation of such Person evidenced by
bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers’ acceptances or similar facilities issued for the account of such
Person; (iv) every obligation of such Person issued or assumed as the
deferred purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of such Person; (vi) all Other Financial
Obligations of such Person; and (vii) every obligation of the type
referred to in clauses (i) through (vi) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable, directly or indirectly, as obligor
or otherwise.


 


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


 


“Depositary” means, with
respect to the Securities of any series issuable or issued in whole or in part
in the form of one or more Global Securities, the Person designated as
Depositary by the Company pursuant to Section 3.1 with respect to such
series (or any successor thereto).


 


“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.


 


3














 


“Distributions,” with
respect to the Trust Securities issued by a CT Trust, means amounts payable in
respect of such Trust Securities as provided in the related Trust Agreement and
referred to therein as “Distributions.”


 


“Dollar” means the
currency of the United States of America that, as at the time of payment, is
legal tender for the payment of public and private debts.


 


“DTC” means The
Depository Trust Company.


 


“Event of Default” unless
otherwise specified in a supplemental indenture creating a series of Securities
has the meaning specified in Article V.


 


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


 


“Expiration Date” has the
meaning specified in Section 1.4.


 


“Extension Period” has
the meaning specified in Section 3.11.


 


“Federal Reserve” means
the Board of Governors of the Federal Reserve System, as from time to time
constituted, or the Federal Reserve Bank of Boston, or any successor federal
bank regulatory agency having primary jurisdiction over the Company with
respect to the regulation of bank holding companies.


 


“Global Security” means a
Security in the form prescribed in Sections 2.2, 2.3 and 2.4 evidencing all or
part of a series of Securities, issued to the Depositary or its nominee for
such series, and registered in the name of such Depositary or its nominee.


 


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


 


“Indenture” means 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 each particular series of Securities established as contemplated by Section 3.1.


 


“Interest Payment Date”
means as to each series of Securities the Stated Maturity of an installment of
interest on such Securities.


 


“Liquidation Amount”
means, in respect of any Trust Securities issued by a CT Trust, the amount
specified as such under the related Trust Agreement.


 


“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,
call for redemption, repayment at the option of the Holder or otherwise.


 


“Notice of Default” means
a written notice of the kind specified in Section 6.2.


 


4

















 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board of Directors, a Vice
Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer, the President or a Vice President, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for or an employee of
the Company or an Affiliate of the Company, and who shall be reasonably
acceptable to the Trustee.


 


“Original Issue Date”
means the date of issuance specified as such in each Security.


 


“Other Financial Obligations”
means, with respect to a Person, all obligations of such Person to make payment
pursuant to the terms of financial instruments, such as (i) securities
contracts and foreign currency exchange contracts, (ii) derivative
instruments, such as swap agreements (including interest rate and foreign
exchange rate swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange rate agreements,
options, commodity futures contracts, commodity option contracts, and (iii) in
the case of both (i) and (ii) above, similar financial instruments.


 


“Outstanding” means, when
used in reference to any Securities, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture,
except:


 


(i)            Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)           Securities for
whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent in trust for the Holders of such
Securities; and


 


(iii)          Securities in
substitution for or in lieu of which other Securities have been authenticated
and delivered or that have been paid pursuant to Section 3.6, unless proof
satisfactory to the Trustee is presented that any such Securities are held by
Holders in whose hands such Securities are valid, binding and legal obligations
of the Company; provided,  however,
that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (A) the principal amount
of a Discount Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that 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 that 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 foreign currencies or
currency units that 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 Affiliate of the
Company or such other obligor shall be disregarded and 


 


5

















 


deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities that a Responsible Officer of the Trustee knows to be so owned shall
be so disregarded. Securities so owned that 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 Affiliate of the Company or such other obligor. Upon the written request of
the Trustee, the Company shall furnish to the Trustee promptly an Officers’
Certificate listing and identifying all Securities, if any, known by the
Company to be owned or held by or for the account of the Company, or any other
obligor on the Securities or any Affiliate of the Company or such obligor, and,
subject to the provisions of Section 6.1, the Trustee shall be entitled to
accept such Officers’ Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination. Notwithstanding anything
herein to the contrary, Securities of any series initially issued to a CT Trust
that are owned by such CT Trust shall be deemed to be Outstanding
notwithstanding the ownership by the Company or an Affiliate of the Company of
any beneficial interest in such CT Trust.


 


“Paying Agent” means the
Trustee or any Person authorized by the Company or the Trustee to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.


 


“Person” means a legal
person, including any individual, corporation, estate, partnership, joint
venture, limited liability company, trust, unincorporated organization or
government or any agency or political subdivision thereof or any other entity
of whatever nature.


 


“Place of Payment” means,
with respect to the Securities of any series, the place or places where the
principal of (and premium, if any) and interest on the Securities of such
series are payable pursuant to Sections 3.1 and 3.11.


 


“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.


 


“Property Trustee” means,
in respect of any CT Trust, the commercial bank or trust company identified as
the “Property Trustee” in the related Trust Agreement, solely in its capacity
as Property Trustee of such CT Trust under such Trust Agreement and not in its
individual capacity, or its successor in interest in such capacity, or any
successor Property Trustee appointed as therein provided.


 


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


 


6

















 


“Regular Record Date” for
the interest payable on any Interest Payment Date with respect to the
Securities of a series means, unless otherwise provided pursuant to Section 3.1
with respect to Securities of a series, the date that is the first day of the
month in which such Interest Payment Date falls (whether or not a Business
Day).


 


“Repayment Date,” when
used with respect to any Security to be repaid upon exercise of an option for
repayment by the Holder, means the date fixed for such repayment pursuant to this
Indenture.


 


“Repayment Price,” when
used with respect to any Security to be repaid upon exercise of an option for
repayment by the Holder, means the price at which it is to be repaid pursuant
to this Indenture.


 


“Responsible Officer”
means, when used with respect to the Trustee, any officer assigned to the
Corporate Trust Office, including any managing director, vice president,
assistant vice president, assistant treasurer, assistant secretary, any
financial services officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and who has direct responsibility for administration of this
Indenture, and also, with respect to a particular matter, any other officer, to
whom such matter is referred because of such officer’s knowledge of and
familiarity with the particular subject.


 


“Securities” or “Security” means any debt securities or
debt security, as the case may be, authenticated and delivered under this
Indenture.


 


“Securities Act” means
the Securities Act of 1933 (or any successor statute), as it may be amended
from time to time.


 


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


 


“Senior and Subordinated Debt”
means, unless otherwise specified with respect to any series of Securities, the
principal of (and premium, if any) and interest, if any (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not such claim for
post-petition interest is allowed in such proceeding), on Debt, whether
incurred on or prior to the date of the Indenture or thereafter incurred,
unless, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such obligations are not superior
in right of payment to the Securities or to other Debt that is pari passu with, or subordinated to, the
Securities, indebtedness evidenced by bonds, debentures, notes or similar instruments,
similar obligations arising from off-balance sheet guarantees and direct credit
substitutes, obligations associated with derivative products including but not
limited to interest rate and foreign exchange contracts and foreign contracts
relating to mortgages, commodity contracts, capital lease obligations and
guarantees of any of the foregoing, but not including trade accounts payable
and accrued liabilities arising in the ordinary course of business, which will
rank equally in right of payment and upon liquidation with the Securities; provided,
however, that Senior and
Subordinated Debt shall not be deemed to include (i) any Debt of the
Company that when incurred and without respect to any election under Section 1111(b) of
the United States Bankruptcy Code of 1978, as amended, was without 


 


7

















 


recourse to the Company, (ii) trade accounts
payable and accrued liabilities arising in the ordinary course of business, (iii) (x) indebtedness
that (a) qualifies or is issued to financing vehicles issuing securities
that qualify as tier 1 capital of the Company under the capital guidelines of
the Federal Reserve or does not at the time of issuance prevent the Company’s
[  ]% Junior Subordinated Notes (the “Junior Subordinated Notes”)
from qualifying as tier 1 capital of the Company under the capital guidelines
of the Federal Reserve and (b) by its terms is not superior in right of
payment to the Junior Subordinated Notes or to other debt that is pari passu with or junior to the Junior
Subordinated Notes; and (y) guarantees of indebtedness described in clause
(x) or securities issued by one or more financing vehicles described in
clause (x).


 


“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 pursuant to the terms of such
Security as the date on which the principal of such Security or such
installment of interest is due and payable, in the case of such principal, as
such date may be shortened or extended as provided pursuant to the terms of
such Security and this Indenture.


 


“Subsidiary” means a
corporation more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. The term Subsidiary shall
not include any CT Trust. For purposes of this definition, “voting stock” means
stock that ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.


 


“Tax Event” means the
receipt by a CT Trust of an opinion of counsel experienced in such matters to
the effect that, as a result of any (a) amendment to or change in the laws
or regulations of the United States or any political subdivision or taxing
authority thereof or therein that is enacted or becomes effective on or after
the date of issuance of the Trust Preferred Securities of such CT Trust, (b) proposed
change in those laws or regulations that is announced after the date of the
prospectus pursuant to which the Trust Preferred Securities of such CT Trust
are issued, (c) official administrative decision or judicial decision or
administrative or other official pronouncement interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of issuance of the
Trust Preferred Securities of such CT Trust, or (d) threatened challenge
asserted in connection with an audit of the Company, such CT Trust, or the
Company’s Subsidiaries, or a threatened challenge asserted in writing against
any other taxpayer that has raised capital through the issuance of securities
that are substantially similar to the Trust Preferred Securities of such CT
Trust, which challenge becomes publicly known after the issuance of such Trust
Preferred Securities, there is more than an insubstantial risk that (i) such
CT Trust is, or will be, subject to U.S. federal income tax with respect to
income received or accrued on the corresponding series of Securities issued by
the Company to such CT Trust, (ii) interest payable by the Company on such
corresponding series of Securities is not, or will not be, deductible by the
Company, in whole or in part, for U.S. federal income tax purposes, or (iii) such
CT Trust is, or will be, subject to more than a de minimis amount of other taxes, duties or other
governmental charges.


 


8

















 


“Trust Agreement” means
the Trust Agreement (or an Amended and Restated Trust Agreement) under which a CT
Trust is created and providing for the issuance of Trust Securities by such CT
Trust, in each case as amended from time to time.


 


“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.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended and as in effect on the date
as of this Indenture, except as provided in Section 9.5.


 


“Trust Preferred Securities”
has the meaning specified in the first recital of this Indenture.


 


“Trust Securities” has
the meaning specified in the first recital of this Indenture.


 


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


 


“CT 
Guarantee” means the guarantee by the Company of
distributions on the Trust Preferred Securities of a CT Trust to the extent
provided in a guarantee agreement.


 


“CT Trust” has the
meaning specified in the first recital of this Indenture.


 


Section 1.2.               Compliance Certificate and Opinions.  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 the
certificates provided pursuant to Section 10.4) shall include:


 


(1)           a statement that
each individual 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;


 


9

















 


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


 


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


 


Section 1.3.               Forms 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 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.


 


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.


 


Section 1.4.               Acts of Holders.


 


(a)           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 may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments is or
are delivered to the Trustee, and, where it is hereby expressly required, to
the Company. 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.


 


(b)           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 the
certificate of any 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 the execution 


 


10

















 


thereof. Where such execution is by a Person acting in
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority.


 


(c)           The
fact and date of the execution by any Person 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.


 


(d)           The
ownership of Securities shall be proved by the Securities Register.


 


(e)           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 or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.


 


(f)            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, 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 (as hereinafter in this Section provided)
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 cancelled 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 1.6.


 


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 


 


11

















 


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 cancelled 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 1.6.


 


With
respect to any record date set pursuant to this Section, the party hereto that
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 1.6,
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, the
party hereto that 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.


 


(g)           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 1.5.               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, any holder of Trust Preferred Securities or the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, or


 


(2)           the Company by the
Trustee, any Holder or any holder of Trust Preferred Securities shall be
sufficient for every purpose (except as otherwise provided in Section 5.1)
hereunder if in writing and mailed, first class, postage prepaid, 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.


 


12














 


Section 1.6.            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, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. In case, by reason of
the suspension of or irregularities in regular mail service or for any other
reason, it shall be impossible or impracticable to mail notice of any event to
Holders when said notice is required to be given pursuant to any provision of
this Indenture or of the relevant Securities, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.


 


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.


 


Section 1.7.            Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that 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 1.8.            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 1.9.            Successors and Assigns.  All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


 


Section 1.10.          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 1.11.          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, the holders of Senior and
Subordinated Debt and assigns, the holders of the Trust Preferred Securities
and the Holders of the Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


Section 1.12.          Governing Law.  This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of New York.


 


Section 1.13.          Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity of any Security shall not be
a Business 


 


13

















 


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 the terms of which, as established pursuant to Section 3.1,
specifically provide otherwise) payment of interest or principal (and premium,
if any) need not be made on such date, but may be made on the next succeeding
Business Day at such Place of Payment (and no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Repayment
Date or Stated Maturity, as the case may be, until such next succeeding
Business Day except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day (in each case with the same force and effect as if made on the Interest
Payment Date, Redemption Date or Repayment Date or at the Stated Maturity).


 


ARTICLE II



SECURITY FORMS


 


Section 2.1.            Forms Generally.  The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution 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 applicable tax laws or the 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, 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 with respect to
the authentication and delivery of such Securities.


 


The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the rules of
any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.


 


Securities distributed to holders of Trust Preferred Securities in book-entry
form shall be distributed in the form of one or more Global Securities
registered in the name of a Depositary or its nominee, and deposited with the
Security Registrar, as custodian for such Depositary, or held by such
Depositary, for credit by the Depositary to the respective accounts of the
beneficial owners of the Securities represented thereby (or such other accounts
as they may direct). Securities distributed to holders of Trust Preferred
Securities held in non book-entry definitive form shall not be issued in the
form of a Global Security or any other form intended to facilitate book-entry
trading in beneficial interests in such Securities.


 


Section 2.2.                  Form of Face of Security.  THIS NOTE IS NOT A DEPOSIT OR OTHER
OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED BY 


 


14

















 


THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.


 


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




CAPITAL
TRUST, INC. 




(TITLE
OF SECURITY)


No. $


 


CAPITAL TRUST, INC., a corporation organized and existing under the
laws of Delaware (hereinafter called the “Company”,
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                                , or registered
assigns, the principal sum of                              Dollars [If the Security is a Global Security, then insert, if
applicable — , or such other principal amount as may be set forth in
the records of the Securities Registrar hereinafter referred to in accordance
with the Indenture,] on                              ,                              (the “Stated Maturity Date”). The Company
further promises to pay interest on said principal sum from                              , or from the
most recent interest payment date (each such date, an “Interest Payment Date”) on which interest
has been paid or duly provided for, [monthly] [quarterly] [semi-annually] [If applicable, insert — (subject to
deferral as set forth herein)] in arrears on [Insert
applicable Interest Payment Dates] of each year, commencing                              ,                             , at the rate of
      % per annum [If applicable, describe method
for calculating floating rate], until the principal hereof shall have become
due and payable, [If applicable, insert —
plus Additional Interest, if any,] until the principal hereof is paid or duly
provided for or made available for payment [If
applicable, insert — and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable
under applicable law) on any overdue installment of interest at the rate of %
per annum, compounded [monthly] [quarterly] [semi-annually]]. The amount of
interest payable for any period less than a full interest period shall be
computed on the basis of twelve 30-day months and a 360-day year and the actual
number of days elapsed in a partial month in a period. In the event that any
date on which interest is payable on this Security is not a Business Day, then
a payment of the interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date the payment was originally payable. [A “Business Day” shall mean any day other
than a Saturday, Sunday, or any other day on which banking institutions and
trust companies in New York, New York, Waterbury, Connecticut [If applicable, insert —, or the principal
office of the Property Trustee under the Trust Agreement hereinafter referred
to for CT Trust] are authorized or required by law or executive order to remain
closed. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the 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 installment, which shall be the [Insert definition of Regular Record Dates]. Any such
interest installment not so punctually paid or duly provided for shall
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 


 


15

















 


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 applicable, insert —
So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time during the term of this Security to defer
payment of interest on this Security, at any time or from time to time, for up
to         consecutive [monthly] [quarterly]
[semi-annual] interest payment periods with respect to each deferral period
(each an “Extension Period”),
during which Extension Periods the Company shall have the right to make partial
payments of interest on any Interest Payment Date, and at the end of which the
Company shall pay all interest then accrued and unpaid (together with
Additional Interest thereon to the extent permitted by applicable law); provided,
however, that no Extension Period
shall extend beyond the Stated Maturity of the principal of this Security; provided,
however, that during any such
Extension Period, the Company shall not, and shall not permit any Subsidiary of
the Company to, declare or pay any dividends or any distributions on, or make
any payments of interest, principal or premium, or guarantee payments on, or
redeem, purchase, acquire or make a liquidation payment on, any capital stock
of the Company, debt securities that rank equal or junior to this Security or
guarantees that rank equal or junior to this Security, in each case other than:
[Insert exceptions applicable to relevant
series of Securities] Prior to the termination of any such Extension
Period, the Company may further extend the interest payment period, provided that no Extension Period shall
exceed consecutive [months] [quarters] [semi-annual periods] or extend beyond
the Stated Maturity of the principal of this Security. Upon the termination of
any such Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due, the Company may elect to begin a
new Extension Period, subject to the above requirements. No interest shall be
due and payable during an Extension Period except at the end thereof. The
Company shall give the Holder of this Security and the Trustee notice of its
election to begin or extend any Extension Period at least ten Business Days
prior to the date on which Distributions on the Trust Preferred Securities
would be payable but for the election to begin or extend such Extension Period.
The Trustee or its designee shall give notice of the Company’s election to
begin or extend any Extension Period to the Property Trustee.]


 


Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the United States, 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 (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Securities Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Person entitled thereto as specified in the Securities Register in writing not less
than ten days before the date of the interest payment].


 


The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and junior in right of payments to the prior
payment in full of all Senior and Subordinated Debt, 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



 


16

















 


bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such actions 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. Each Holder
hereof, by his acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.


 


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.


 


	
   

  	
  CAPITAL TRUST, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  [PRESIDENT OR VICE PRESIDENT]

  



 


 


Section 2.3.            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 [    ], 2008 (herein called the “Indenture”), between the Company and The
Bank of New York, 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 Trustee, the Company and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. [If
applicable, insert — By the terms of the Indenture, the Securities
are issuable in series that may vary as to amount, date of maturity, rate of
interest, rank and in any other respect provided in the Indenture.]


 


All terms used in this Security that are defined in the Indenture [If applicable, insert — or in the Amended
and Restated Trust Agreement, dated as of
                      ,
                      ,
as amended (the “Trust Agreement”),
for CT Trust among CAPITAL TRUST, INC., as Sponsor, and the Trustees named
therein,] shall have the meanings assigned to them in the Indenture [If applicable, insert— or the Trust
Agreement, as the case may be].


 


[If applicable, insert —
The Company may at any time, at its option, on or after
                      ,
                      ,
and subject to the terms and conditions of Article XI of the Indenture,
redeem this Security in whole at any time or in part from time to time, without
premium or penalty, at a redemption price equal to 100% of the principal amount
thereof plus 


 


17

















 


accrued and unpaid interest [If applicable, insert — including
Additional Interest, if any] to the Redemption Date.]


 


In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.


 


The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with
certain conditions set forth in the Indenture.


 


The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and
obligations of the Company and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected by such supplemental
indenture. The Indenture also contains provisions permitting 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.


 


[If the security is not a Discount
Security, insert — As provided in and subject to the provisions of
the Indenture, if an Event of Default with respect to the Securities of this
series at the time Outstanding occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series may declare the principal amount of all
the Securities of this series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the
Securities of this series issued to a CT Trust, if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series fails to declare the principal of all the
Securities of this series to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount of the Trust Preferred Securities of
such CT Trust then outstanding shall have such right by a notice in writing to
the Company and the Trustee; and upon any such declaration the principal amount
of and the accrued interest (including any Additional Interest) on all the
Securities of this series shall become immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.]


 


[If the security is a Discount
Security, insert — As provided in and subject to the provisions of
the Indenture, if an Event of Default with respect to the Securities of this
series at the time Outstanding occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than such portion of the principal
amount as may be specified in the terms of this series may declare an amount of
principal and accrued but unpaid interest of the Securities of 


 


18

















 


this series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the
Securities of this series issued to a CT Trust, if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series fails to declare the principal and
accrued but unpaid interest of all the Securities of this series to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the Trust Preferred Securities of such CT Trust then
outstanding shall have such right by a notice in writing to the Company and the
Trustee. Such amount shall be equal to [Insert
formula for determining the amount]. Upon any such declaration, such
amount of the principal of and the accrued interest (including any Additional
Interest) on all the Securities of this series shall become immediately due and
payable, provided that the payment
of principal and interest (including any Additional Interest) on such
Securities shall remain subordinated to the extent provided in Article XIII
of the Indenture. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal and overdue
interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company’s obligations in respect of the
payment of the principal of and interest, if any, on this Security shall
terminate.]


 


No reference herein to the Indenture and no 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.


 


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained under Section 10.2 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company 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 shall
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.


 


The Securities of this series are issuable only in registered form
without coupons in minimum denominations of $1,000 and any integral multiples
of $1,000 in excess 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 such series
of a different authorized denomination, as requested by the Holder surrendering
the same.


 


19

















 


The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for U.S. federal, state and local tax
purposes it is intended that this Security constitute indebtedness.


 


The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.


 


Section 2.4.               Additional Provisions Required in Global Security.  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:


 


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 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.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER, CEDE & CO.,
HAS AN INTEREST HEREIN.


 


20

















 


Section 2.5.               Form of Trustee’s Certificate of Authentication.  The Trustee’s certificate of authentication
shall be substantially in the following form:


 


This is one of the Securities referred to in the
within mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  Not in its individual capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  AUTHORIZED OFFICER

  



 


ARTICLE III


 


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:


 


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


 


(b)           the
limit, if any, upon the aggregate principal amount of the Securities of such
series that 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 3.4,
3.5, 3.6, 9.6, 11.6 or 14.3 and except for any Securities that, pursuant to Section 3.3,
are deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized
aggregate principal amount of such series may be increased above such amount by
a Board Resolution to such effect;


 


(c)           the
Stated Maturity or Maturities on which the principal of the Securities of such
series is payable or the method of determination thereof;


 


(d)           the
rate or rates, if any, at which the Securities of such series shall bear
interest, the rate or rates and extent to which Additional Interest, if any,
shall be payable in respect of any Securities of such series, or the method or
methods by which such rate or rates may be determined, whether payment of interest
will be contingent in any respect and/or the interest rate reset, the date or
dates from which such interest or Additional Interest shall accrue, the
Interest Payment Dates on which such interest shall be payable, the right,
pursuant to Section 3.11 or as otherwise set forth therein, of the Company
to defer or extend an Interest Payment Date, the Regular Record Date for the
interest payable on any Security on any Interest Payment 


 


21

















 


Date and other circumstances, if any, in which the
Company may defer interest payments, or the method by which any of the
foregoing shall be determined;


 


(e)           if
applicable, the extension features of the Securities of the series;


 


(f)            the
place or places where the principal of (and premium, if any) and interest on
the Securities of such series shall be payable, the place or places where the
Securities of such series may be presented for registration of transfer or
exchange, and the place or places where notices and demands to or upon the
Company in respect of the Securities of such series may be made;


 


(g)           the
period or periods within or the date or dates on which, if any, the price or
prices at which and the terms and conditions upon which the Securities of such
series may be redeemed, in whole or in part, at the option of the Company;


 


(h)           the
obligation or the right, if any, of the Company to redeem, repay or purchase
the Securities of such series pursuant to any sinking fund, amortization or
analogous provisions, or at the option of a Holder thereof, and the period or
periods within which, the price or prices at which, the currency or currencies
(including currency unit or units) in which and the other terms and conditions
upon which Securities of the series shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation;


 


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


 


(j)            if
other than Dollars, the currency or currencies (including currency unit or
units) in which the principal of (and premium, if any) and interest, if any, on
the Securities of the series shall be payable, or in which the Securities of
the series shall be denominated and the manner of determining the equivalent
thereof in Dollars for purposes of the definition of Outstanding;


 


(k)           the
additions, modifications or deletions, if any, in the Events of Default or
covenants of the Company set forth herein with respect to the Securities of
such series;


 


(l)            if
other than the principal amount thereof, the portion of the principal amount of
Securities of such series that shall be payable upon declaration of
acceleration of the Maturity thereof;


 


(m)          any
index or indices used to determine the amount of payments of principal of and
premium, if any, on the Securities of such series or the manner in which such
amounts will be determined;


 


(n)           whether
the Securities of the series, or any portion thereof, shall initially be issuable
in the form of a temporary Global Security representing all or such portion of
the Securities of such series and provisions for the exchange of such temporary
Global Security for definitive Securities of such series;


 


22














 


(o)           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 that shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.4
and any circumstances in addition to or in lieu of those set forth in Section 3.5
in which any such Global Security may be exchanged in whole or in part for Securities
registered, and any transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the Depositary for such
Global Security or a nominee thereof;


 


(p)           the appointment of any Paying Agent or
Agents for the Securities of such series;


 


(q)           the terms of any right to convert or
exchange Securities of such series into any other securities or property of the
Company, and the additions or changes, if any, to this Indenture with respect
to the Securities of such series to permit or facilitate such conversion or
exchange;


 


(r)            if applicable, whether subordination
provisions that differ from those set out in Article XIII shall apply to
the Securities of such series, including whether a different definition for the
term “Senior and Subordinated Debt” shall apply with respect to the Securities
of such series; and


 


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


 


All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers’
Certificate or in any such indenture supplemental hereto.


 


If any of the terms of the series are established by action taken
pursuant to a Board Resolution, 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 Officers’
Certificate setting forth the terms of the series.


 


Section 3.2.            Denominations.  The Securities of each series
shall be in registered form without coupons and shall be issuable in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof,
unless otherwise specified as contemplated by Section 3.1.


 


Section 3.3.            Execution, Authentication, Delivery and Dating. 
The Securities shall be executed on behalf of the Company by its
President or one of its Vice Presidents and attested by its Secretary or one of
its 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. At any time and from time to
time after the execution and delivery of this Indenture, the Company may 


 


23

















 


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. If the form or terms of the Securities of the series have been established
by or pursuant to one or more Board Resolutions as 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, an Opinion of Counsel stating,


 


(1)           if the form of such Securities has been
established by or pursuant to Board Resolution as permitted by Section 2.1,
that such form has been established in conformity with the provisions of this
Indenture;


 


(2)           if the terms of such Securities have been
established by or pursuant to Board Resolution as permitted by Section 3.1,
that such terms have been established in conformity with the provisions of this
Indenture; and


 


(3)           that such Securities, when authenticated
and delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors’ rights and to general equity principles.


 


If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
that is not reasonably acceptable to the Trustee.


 


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.


 


Each Security shall be dated the date of its authentication.


 


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 by the manual signature of one of its authorized
officers, 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 


 


24

















 


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.


 


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 that are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any denomination, substantially of the tenor of the
definitive Securities of such series 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.


 


If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities, 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 having the same Original
Issue Date and Stated Maturity and having the same terms as such temporary
Securities. 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.


 


Section 3.5.            Registration, Transfer and Exchange.  The Company
shall cause to be kept at each office or agency maintained for registrations of
transfers and exchanges in a Place of Payment pursuant to Section 10.2
with respect to the Securities of each series a register in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Securities and of transfers of Securities. Each such
register is herein sometimes referred to as the “Securities Register.” The Company shall designate one Person
to maintain the Securities Register for the Securities of each series on a
consolidated basis, and such Person is referred to herein, with respect to such
series, as the “Securities Registrar.”
The Company appoints the Trustee as Securities Registrar unless otherwise specified
with respect to any particular series in accordance with Section 3.1.
Anything herein to the contrary notwithstanding, the Company may designate one
or more of its offices as an office in which a register with respect to the
Securities of one or more series shall be maintained, and the Company may
designate itself the Securities Registrar with respect to one or more of such
series. The Company may revoke any designation of a Securities Registrar
theretofore made by it. The Securities Register shall be open for inspection by
the Trustee and the Company at all reasonable times.


 


Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, 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, of a like aggregate principal amount,
of the same Original Issue Date and Stated Maturity and having the same terms.


 


25

















 


At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. 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.


 


All Securities issued upon any 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 transfer or exchange.


 


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


 


No service charge shall be made to a Holder for any 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
transfer or exchange of Securities.


 


The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:


 


(1)           Each Global Security authenticated under
this Indenture shall be registered in the name of the Depositary designated for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


 


(2)           Notwithstanding any other provision in
this Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security and no successor Depository has been appointed within
90 days of this notice or (ii) has ceased to be a clearing agency
registered under the Exchange Act at a time when the Depositary is required to
be so registered to act as depositary and no successor Depository has been
appointed within 90 days after the Company has learned that the Depositary has
ceased to be so registered, (B) there shall have occurred and be
continuing an Event of Default with respect to such Global Security, (C) the
Company in its sole discretion determines that such Global Security will be so
exchangeable or transferable or (D) there shall exist such circumstances,
if any, in addition to or in lieu of the foregoing as have been specified for
this purpose as contemplated by Section 3.1.


 


(3)           Subject to Clause (2) above, any
exchange of a Global Security for other Securities may be made in whole or in
part, and all Securities issued in exchange for a 


 


26

















 


Global Security or
any portion thereof shall be registered in such names as the Depositary for
such Global Security shall direct.


 


(4)           Every Security authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a
Global Security or any portion thereof, whether pursuant to this Section, Section 3.4,
3.6, 9.6, 11.6 or 14.3 or otherwise, shall be authenticated and delivered in
the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global
Security or a nominee thereof.


 


(5)           Neither any members of, or participants
in, the Depositary nor any other Persons on whose behalf such members or
participants may act shall have any rights under this Indenture with respect to
any Global Security registered in the name of the Depositary or any nominee
thereof, and the Depositary or such nominee, as the case may be, may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner and holder of such Global Security for all purposes whatsoever.
None of the Company, the Trustee, any Paying Agent, any Securities Registrar,
any authenticating agent or any other agent of the Company or any agent of 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 Security in the form of a Global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. The Company, the Trustee, any Paying Agent, any Securities Registrar
and any other agent of the Company and any agent of the Trustee shall be
entitled to deal with any depositary (including any Depositary), and any
nominee thereof, that is the holder of any such Global Security for all
purposes of this Indenture relating to such Global Security (including the
payment of principal, premium, if any, and interest, if any, and the giving of
instructions or directions by or to the owner or holder of a beneficial
ownership interest in such Global Security) as the sole holder of such Global
Security and shall have no obligations to the beneficial owners thereof. None
of the Company, the Trustee, any Paying Agent, any Securities Registrar or any
other agent of the Company or any agent of the Trustee shall have any
responsibility or liability for any acts or omissions of any such depositary
with respect to such Global Note, for the records of any such depositary,
including records in respect of beneficial ownership interests in respect of
any such Global Security, for any transactions between such depositary and any
members or participants in the Depositary or other participant in such
depositary or between or among any such depositary, any such member or
participant in the Depositary or other participant and/or any holder or owner
of a beneficial interest in such Global Security or for any transfers of
beneficial interests in any such Global Security. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or such nominee, as
the case may be, or impair, as between the Depositary, members or participants
of the Depositary and any other Person on whose behalf a member or participant
of the Depositary may act, the operation of customary practices of such Persons
governing the exercise of the rights of a beneficial holder of any Global
Security.


 


27

















 


Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, register the transfer of or
exchange any Security of any series during a period beginning at the opening of
business 15 days before the day of selection for redemption of Securities
pursuant to Article XI and ending at the close of business on the day of
mailing of notice of redemption or (b) to transfer or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any Security to be redeemed in part, any portion thereof not to be redeemed.


 


Section 3.6.            Mutilated, Destroyed, Lost and Stolen Securities. 
If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same issue and series of like tenor and principal
amount, having the same Original Issue Date and Stated Maturity, and bearing a
number not contemporaneously outstanding.


 


If there shall be delivered to the Company and to 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 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 the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
issue and series of like tenor and principal amount, having the same Original
Issue Date and Stated Maturity as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding.


 


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, the Company
and the Trustee 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 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.


 


The provisions of this Section 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.  Interest on any Security of any series that
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 in respect of Securities of such series,
except that, unless otherwise provided in the 


 


28

















 


Securities of such
series, interest payable on the Stated Maturity of the principal of a Security
shall be paid to the Person to whom principal is paid.


 


The initial payment of interest on any Security of any series that is
issued between a Regular Record Date and the related Interest Payment Date
shall be payable as provided in such Security or in the Board Resolution
pursuant to Section 3.1 with respect to the related series of Securities.


 


Any interest on any Security that is payable, but is not timely paid or
duly provided for, on any Interest Payment Date for Securities of such series


 


(herein called “Defaulted Interest”), shall forthwith
cease to be payable to the registered 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 in respect of which interest is in default (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 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 that 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 mailed, first
class, postage prepaid, to each Holder of a Security of such series at the
address of such Holder as it appears in the Securities Register not less than
10 days prior to such Special Record Date.


 


Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, 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 in any other lawful manner not inconsistent with the
requirements of any securities exchange on 


 


29

















 


which the
Securities of the series in respect of which interest is in default may be
listed and, upon such notice as may be required by such exchange (or by the
Trustee if the Securities are not listed), if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause, such
payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon 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.


 


Section 3.8.                  Persons Deemed Owners.  The Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any 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 on such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other
authorization furnished by a Depositary or impair, as between a Depositary and
such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as
Holder of any Security.


 


Section 3.9.                  Cancellation.  All Securities surrendered for payment,
redemption, repayment, transfer or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities
and Securities surrendered directly to the Trustee for any such purpose shall
be promptly cancelled by it.


 


The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
that the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities shall be destroyed by the Trustee and the Trustee shall deliver to
the Company a certificate of such destruction.


 


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 for any partial period shall
be computed on the basis of a 360-day year of twelve 30-day months and the
actual days elapsed in a partial month in such period.


 


Section 3.11.                Deferrals of Interest Payment Dates. 
If specified as contemplated by Section 2.1 or Section 3.1
with respect to the Securities of a particular series, so long as no 


 


30

















 


Event of Default has occurred and is continuing, the
Company shall have the right, at any time during the term of such series, from
time to time to defer the payment of interest on such Securities for such
period or periods as may be specified as contemplated by Section 3.1
(each, an “Extension Period”)
during which Extension Periods the Company shall have the right to make partial
payments of interest on any Interest Payment Date. The Company shall exercise
such right to defer the payment of the interest on such Securities at its
option or when directed to do so by the Federal Reserve. No Extension Period
shall end on a date other than an Interest Payment Date. At the end of any such
Extension Period the Company shall pay all interest then accrued and unpaid on
the Securities (together with Additional Interest thereon, if any, at the rate
specified for the Securities of such series to the extent permitted by
applicable law), provided that no
Extension Period shall exceed the period or periods specified in such
Securities or extend beyond the Stated Maturity of the principal of such
Securities. Upon termination of any Extension Period and upon the payment of
all accrued and unpaid interest and any Additional Interest then due on any
Interest Payment Date, the Company may elect to begin a new Extension Period,
subject to the above requirements. No interest shall be due and payable during
an Extension Period, except at the end thereof.


 


The Company shall give the Trustee, the Property Trustee and each Paying
Agent notice of its election to begin or extend any Extension Period at least
five Business Days prior to (i) the earlier of (x) the next
succeeding Interest Payment Date on the Securities of such series and (y) the
date that the Property Trustee is required to give notice to the Holders of the
Outstanding Securities of the record or payment date of such Interest Payment
Date.


 


The Trustee shall give notice of the Company’s election to begin or
extend any Extension Period to the Holders of the Outstanding Securities of
such series, unless otherwise specified with respect to such series in
accordance with Section 3.1.


 


Section 3.12.                Right of Set-off.  With respect to the Securities
of a series issued to a CT Trust, notwithstanding anything to the contrary herein,
the Company shall have the right to set-off any payment it is otherwise
required to make thereunder in respect of any such Security to the extent the
Company has theretofore made, or is concurrently on the date of such payment
making, a payment under the CT Guarantee relating to such Security or under Section 5.8
hereof.


 


Section 3.13.                Agreed Tax Treatment.  Each Security
issued hereunder shall provide that the Company and, by its acceptance of a
Security or a beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, such Security agree to treat for U.S.
federal, state and local tax purposes such Security as indebtedness of the
Company and to treat for U.S. federal income tax purposes stated interest on
the Security as ordinary interest income that is includible in gross income to
such Holder or other Person at the time the interest is paid or accrued in
accordance with its regular method of tax accounting.


 


Section 3.14.                CUSIP Numbers.  The Company
in issuing the Securities may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee or its designee shall use “CUSIP” numbers in notices of
redemption or other related material as a convenience to Holders; provided that any such notice or other
related material may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained 


 


31

















 


in any notice of redemption or other related material
and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Company shall promptly notify the
Trustee of any change in the CUSIP numbers.


 


ARTICLE IV


 


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 any series of Securities specified in such Company Request (except
as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and as otherwise provided in this
Section) and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when


 


(1)           either:


 


(A)          all Securities of such series theretofore
authenticated and delivered (other than (i) Securities that 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 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


 


(B)           all Securities of such series 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 of the date of
deposit, or


 


(ii)           are to be called for redemption within
one year by the Trustee in the name, and at the expense, of the Company, and
the Company, in the case of Clause (B)(i), (ii) or


 


(iii)          above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose an amount
in the currency or currencies in which the Securities of such series are
payable sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest (including any Additional
Interest) to the date of such deposit (in the case of Securities that 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; and


 


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(3)           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 series have been complied with.


 


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, the obligations of the Trustee under Section 4.2
and the last paragraph of Section 10.3 shall survive.


 


In the event that there are Securities of two or more
series outstanding hereunder, the Trustee shall be required to execute an
instrument acknowledging satisfaction and discharge of this Indenture only if
requested in writing to do so with respect to Securities of a particular series
as to which it is Trustee and if the other conditions thereto are met.


 


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 the Trustee, 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 premium, if
any) and interest for the payment of which such money or obligations have been
deposited with or received by the Trustee.


 


ARTICLE V


 


REMEDIES


 


Section 5.1.         Events of Default.
“Event of Default,” wherever used
herein with respect to the Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall 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):


 


(1)           default in the payment of any
interest upon any Security of that series, including any Additional Interest in
respect thereof, in full for a period of 30 days after the conclusion of a
10-year period following the commencement of any Extension Period; or


 


(2)           the entry of a decree or order by a
court having jurisdiction in the premises 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 bankruptcy, insolvency, reorganization or other
similar law, or appointing a 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 unstayed and in effect for a
period of 90 consecutive days; or


 


33

















 


(3)           the institution by the Company of
proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law, or the consent by it to the filing of any
such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other 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 and its willingness to be adjudicated a
bankrupt, or the taking of corporate action by the Company in furtherance of
any such action; or


 


(4)           any other Event of Default provided
with respect to Securities of that series.


 


Section 5.2.         Acceleration of Maturity;
Rescission and Annulment. If an Event of Default (other than an
Event of Default specified in Section 5.1(2) or 5.1(3)) with respect
to the Securities of any series at the time Outstanding occurs and is continuing,
then and 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 (or, if the Securities of that series are Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series) of all the Securities of that series to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders),
provided that, in the case of the
Securities of a series issued to a CT Trust, if, upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series fail to declare the principal of all the
Securities of that series to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount of the corresponding series of Trust
Preferred Securities then outstanding shall have such right by a notice in
writing to the Company and the Trustee; and upon any such declaration such
principal amount (or specified portion thereof) of and the accrued interest
(including any Additional Interest) on all the Securities of such series shall
become immediately due and payable. Payment of principal and interest
(including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII notwithstanding that
such amount shall become immediately due and payable as herein provided. If an
Event of Default specified in Section 5.1(2) or 5.1(3) and with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if the Securities of
that series are Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms of that series) 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 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:


 


34

















 


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


 


(A)         all overdue installments of interest
(including any Additional Interest) on all Securities of that series,


 


(B)          the principal of (and premium, if any,
on) any Securities of that series that have become due otherwise than by such
declaration of acceleration and interest thereon at the rate borne by the
Securities, and


 


(C)          all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel; and


 


(2)           all Events of Default with respect to
the Securities of that series, other than the non-payment of the principal of
Securities of that series that has become due solely by such acceleration, have
been cured or waived as provided in Section 5.13.


 


In the case of Securities of a series issued to a CT
Trust, the holders of a majority in aggregate Liquidation Amount of the related
series of Trust Preferred Securities issued by such CT Trust shall also have
the right to rescind and annul such declaration and its consequences by written
notice to the Company and the Trustee, subject to the satisfaction of the
conditions set forth in Clauses (1) and (2) above of this Section.


 


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
installment of interest (including any Additional Interest) on any Security
when such interest becomes 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 (and premium, if any, on) any Security at the Maturity thereof,
the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal, including any sinking fund payment or
analogous obligations (and premium, if any) and interest (including any Additional
Interest); and, in addition thereto, all amounts owing 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, and may prosecute such proceeding to judgment or final decree,
and may enforce the same against the Company or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.


 


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If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in its discretion proceed
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:


 


(a)           the Trustee (irrespective of whether
the principal of the Securities of any series 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 (and premium, if any) or interest (including any Additional
Interest)) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


 


(i)            to
file and prove a claim for the whole amount of principal (and premium, if any)
and interest (including any Additional Interest) owing and unpaid in respect to
the Securities and to file such other papers or documents as may be necessary
or advisable and to take any and all actions as are authorized under the Trust
Indenture Act in order to have the claims of the Holders and any predecessor to
the Trustee under Section 6.7 allowed in any such judicial proceedings;
and


 


(ii)           in
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same in accordance with Section 5.6; and


 


(b)           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 for distribution in accordance with Section 5.6, and in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it and any predecessor
Trustee under Section 6.7.


 


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding; 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
Claim 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 instituted
by the Trustee


 


36

















 


shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of all the amounts owing the Trustee and any predecessor Trustee under Section 6.7,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


Section 5.6.         Application
of Money Collected. Any money or property collected or to be applied
by the Trustee with respect to a series of Securities pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money or property on account of
principal (or premium, if any) or interest (including any Additional Interest),
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
and any predecessor Trustee;


 


SECOND: Subject to Article XIII, to the payment
of the amounts then due and unpaid upon such series of Securities for principal
(and premium, if any) and interest (including any Additional Interest), 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 series of Securities for principal (and premium, if
any) and interest (including any Additional Interest), respectively; and THIRD:
The balance, if any, to the Person or Persons entitled thereto.


 


Section 5.7.         Limitation on Suits.
No Holder of any Securities 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, assignee, trustee, liquidator, sequestrator (or
other similar official) or for any other remedy hereunder, unless:


 


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


 


(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
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; it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing itself
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders of Securities, or to obtain or to seek to obtain priority
or preference


 


37

















 


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 such Holders.


 


Section 5.8.         Unconditional Right of
Holders to Receive Principal, Premium and Interest; Direct Action by Holders of
Trust Preferred Securities. Notwithstanding any other provision in
this Indenture, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 3.7) interest (including any
Additional Interest) on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repayment, on the
Redemption Date or the Repayment Date, as the case may be) and to institute
suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder. In the case of Securities of a
series issued to a CT Trust, any holder of the corresponding series of Trust
Preferred Securities issued by such CT Trust shall have the right, upon the
occurrence of any default in the Company’s timely making any payment described
in the preceding sentence, or upon the occurrence of an Event of Default
described in Section 5.1(1), to institute a suit directly against the
Company for enforcement of payment to such holder of principal of (premium, if
any) and (subject to Section 3.7) interest (including any Additional
Interest) on the Securities having a principal amount equal to the aggregate
Liquidation Amount of such Trust Preferred Securities of the corresponding
series held by such holder.


 


Section 5.9.         Restoration of Rights and
Remedies. If the Trustee, any Holder or any holder of Trust
Preferred Securities 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, such
Holder or such holder of Trust Preferred Securities, then and in every such
case the Company, the Trustee, the Holders and such holder of Trust Preferred
Securities shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee, the Holders and the holders of Trust
Preferred Securities shall continue as though no such proceeding had been
instituted.


 


Section 5.10.       Rights
and Remedies Cumulative. Except as otherwise provided 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.


 


Section 5.11.       Delay
or Omission Not Waiver. No delay or omission of the Trustee, any
Holder of any Security or any holder of any Trust Security 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 or
by law to the Trustee or to the Holders and the right and remedy given to the
holders of Trust Preferred Securities by Section 5.8 may be


 


38

















 


exercised from time to time,
and as often as may be deemed expedient, by the Trustee, the Holders or the
holders of Trust Preferred Securities, as the case may be.


 


Section 5.12.       Control by Holders.
The Holders of a majority in principal amount of the Outstanding Securities of
any 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, with respect to the Securities of
such series, provided that:


 


(1)           such direction shall not be in
conflict with any rule of law or with this Indenture,


 


(2)           the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction, and


 


(3)           subject to the provisions of Section 6.1,
the Trustee shall have the right to decline to follow such direction if a
Responsible Officer or Officers of the Trustee shall, in good faith, determine
that the proceeding so directed would be unjustly prejudicial to the Holders
not joining in any such direction or would involve the Trustee in personal
liability.


 


Section 5.13.       Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the Outstanding
Securities of any series and, in the case of any Securities of a series issued
to a CT Trust, the holders of not less than a majority in Liquidation Amount of
the Trust Preferred Securities issued by such CT Trust, may waive any past
default hereunder and its consequences with respect to such series except a
default:


 


(1)           in the payment of the principal of
(or premium, if any) or interest (including any Additional Interest, if any) on
any Security of such series, or


 


(2)           in respect of a provision hereof that
under Article IX cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.


 


Any such waiver shall be deemed to be on behalf of the
Holders of all the Securities of such series or, in the case of a waiver by
holders of Trust Preferred Securities issued by such CT Trust, by all holders
of Trust Preferred Securities issued by such CT Trust.


 


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 any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the


 


39

















 


claims or defenses made by such party litigant; but
the provisions of this Section shall not apply 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 premium, if any) or interest
(including any Additional Interest) on any Security on or after the respective
Stated Maturities expressed in such Security.


 


Section 5.15.       Waiver
of Usury, Stay or Extension Laws. The Company covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


ARTICLE VI


 


THE TRUSTEE


 


Section 6.1.         Certain Duties and
Responsibilities. The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. No implied covenants or
obligations shall be read into this Indenture against the Trustee.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.


 


Section 6.2.         Notice of
Defaults. Within 90 days after actual knowledge by a Responsible
Officer of the Trustee of the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in
the Securities Register, notice of such default, unless such default shall have
been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest (including any Additional Interest) on any Security of such
series, the Trustee shall be protected in withholding such notice if and so
long as the Board of Directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities of such series. For the purpose of this Section, the term “default”
means any event that is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.


 


40

















 


Section 6.3.         Certain
Rights of Trustee.


 


Subject to the provisions of Section 6.1:


 


(a)           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, Security or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties;


 


(b)           any request or direction of the
Company mentioned herein shall be sufficiently evidenced by a Company Request
or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;


 


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


 


(d)           the Trustee may consult with counsel
and the 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;


 


(e)           the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction;


 


(f)            the Trustee shall not be 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, indenture, security or other paper or
document, but the Trustee in its discretion may make such inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney;


 


(g)           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;


 


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


 


41

















 


(i)            in the exercise of the rights and
powers vested in it by this Indenture, the Trustee shall use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


 


No provision of this Indenture shall be construed to
relieve the Trustee from liability with respect to matters that are within the
authority of the Trustee under this Indenture for its own negligent action,
negligent failure to act or willful misconduct, except that:


 


(1)           the Trustee shall not be liable for
any error or judgment made in good faith by an authorized officer of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and


 


(2)           the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Company or the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee under this Indenture.


 


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 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 Authenticating
Agent shall be accountable for the use or application by the Company of the
Securities or the proceeds thereof.


 


Section 6.5.         May Hold
Securities. The Trustee, any Authenticating Agent, any Paying Agent,
any Securities 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, Securities Registrar or such other agent.


 


Section 6.6.         Money
Held in Trust. 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 with the Company.


 


Section 6.7.         Compensation and
Reimbursement.


 


The Company agrees


 


(1)           to pay to the Trustee from time to
time reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);


 


(2)           except as otherwise expressly
provided herein, to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the


 


42

















 


reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and


 


(3)           to indemnify the Trustee for, and to
hold it harmless against, any loss, liability, claim, action, suit, cost or
expense of any kind and nature whatsoever incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Subsections 5.1(2) or 5.1(3) occurs,
the expenses and the compensation for the services are intended to constitute
expenses of administration under the Bankruptcy Reform Act of 1978 or any
successor statute.


 


To secure the Company’s payment obligation in this Section 6.7,
the Company and the Holders agree that the Trustee shall have a lien prior to
the Securities on all money held or collected by the Trustee. Such lien shall
survive the satisfaction and discharge of this Indenture.


 


Section 6.8.         Disqualification;
Conflicting Interests.


 


(a)           If the Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by such 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 if all such series
rank equally at the time of issuance.


 


(b)           The Trust Agreement and the CT
Guarantee shall be deemed to be specifically described in this Indenture for
the purposes of clause (i) of the first proviso contained in Section 310(b) of
the Trust Indenture Act.


 


Section 6.9.         Corporate Trustee
Required; Eligibility. There shall at all times be a Trustee
hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
shall be:


 


(a)           a corporation organized and doing
business under the laws of the United States of America or of any State or Territory
or the District of Columbia, authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority, or


 


(b)           a corporation or other Person
organized and doing business under the laws of a foreign government that is
permitted to act as Trustee pursuant to a rule, regulation or order of the
Commission, authorized under such laws to exercise corporate trust powers, and
subject to supervision or examination by authority of such foreign government
or a political subdivision thereof substantially equivalent to supervision or
examination applicable to United States


 


43

















 


institutional trustees,
in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then, for the purposes of this Section, the combined capital and surplus of
such corporation 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, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.
Neither the Company nor any Person directly or indirectly controlling,
controlled by or under common control with the Company shall serve as Trustee
for the Securities of any series issued hereunder.


 


Section 6.10.       Resignation and Removal;
Appointment of Successor.


 


(a)           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
under Section 6.11.


 


(b)           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 an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


(c)           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.


 


(d)           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, (i) the
Company, acting pursuant to the authority of a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) 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.


 


44














 


(e)           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 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, become the successor Trustee
with respect to the Securities of such series and 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 hereinafter provided, any Holder
who has been a bona fide Holder of a Security of such series for at least six
months may, subject to Section 5.14, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


(f)            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 by mailing written notice of such event by first-class
mail, postage prepaid, to the Holders of Securities of such series as their
names and addresses appear in the Securities Register. 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.


 


(a)           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.


 


(b)           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
instrument in writing or an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and that (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


 


45

















 


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 instrument in writing or
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 instrument
in writing or 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.


 


(c)           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 rights,
powers and trusts referred to in paragraph or (b) of this Section, as the
case may be.


 


(d)           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.


 


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 all or
substantially all of the corporate trust business of the Trustee, 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 such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated, and
in case any Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee or in the name of such successor Trustee, and in all cases the
certificate of authentication shall have the full force that it is provided
anywhere in the Securities or in this Indenture that the certificate of the
Trustee shall have.


 


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


 


46

















 


Securities), 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 that 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 shall at all
times be a corporation organized and doing business under the laws of the
United States of America, or of any State or Territory or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by Federal or State 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 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, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


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 all or
substantially all of the corporate trust business of an Authenticating Agent shall
be the successor Authenticating Agent hereunder, provided such corporation shall be otherwise eligible under
this Section, 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 may resign at any time by
giving written notice thereof to the Trustee and to the Company. The Trustee
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 may appoint a successor
Authenticating Agent that shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6 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.


 


47

















 


No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section.


 


The Trustee agrees to pay or cause to be paid to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section, 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, the Securities of such series may have endorsed
thereon, in addition to 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.


 


Dated:


 


	
   

  	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  AS AUTHENTICATING AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  AUTHORIZED OFFICER

  



 


 


ARTICLE VII


 


HOLDER’S 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:


 


(a)           monthly, quarterly or semi-annually,
as the case may be, not more than 15 days after each Regular Record Date in
each year, 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
Regular Record Date, and


 


(b)           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, excluding from any such list
names and addresses received by the Trustee in its capacity as Securities Registrar.


 


Section 7.2.         Preservation of
Information, Communications to Holders.


 


(a)           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


 


48

















 


Trustee as provided in Section 7.1
and the names and addresses of Holders received by the Trustee in its capacity
as Securities Registrar.


 


The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished.


 


(b)           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 in the Trust Indenture Act.


 


(c)           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 the disclosure of information as to the names and
addresses of the Holders made pursuant to the Trust Indenture Act.


 


Section 7.3.         Reports by Trustee.


 


(a)           The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act, at the times and in the manner
provided pursuant thereto.


 


(b)           Reports so required to be transmitted
at stated intervals of not more than 12 months shall be transmitted no later
than 60 days after [September 30] in each calendar year, commencing with
the first [September 30] after the first issuance of Securities under this
Indenture.


 


(c)           A copy of each such report shall, at
the time of such transmission to Holders, be filed by the Trustee with each
securities 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 securities exchange.


 


Section 7.4.         Reports by Company.
The Company shall file with the Trustee and the Commission, and transmit to
Holders, copies of 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 in the Trust Indenture Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act shall be filed with the Trustee
within 15 days after the same are filed with the Commission.


 


ARTICLE VIII


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 8.1.         Company May Consolidate,
Etc., only on Certain Terms. The Company shall not consolidate with
or merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:


 


49

















 


(1)           in case the Company shall consolidate
with or merge into another Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, the Person formed by
such consolidation or into which the Company is merged or the Person that
acquires by conveyance or transfer, or that leases, the properties and assets
of the Company substantially as an entirety shall be organized and existing
under the laws of the United States of America or any State or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest (including any Additional Interest) on all the Securities and the
performance of every covenant of this Indenture on the part of the Company to
be performed or observed;


 


(2)           immediately after giving effect to
such transaction, no Event of Default, and no event that, after notice or lapse
of time, or both, would become an Event of Default, shall have happened and be
continuing;


 


(3)           in the case of the Securities of a
series issued to a CT Trust, such consolidation, merger, conveyance, transfer
or lease is permitted under the related Trust Agreement and CT Guarantee and
does not give rise to any breach or violation of the related Trust Agreement or
CT Guarantee; and


 


(4)           the Company has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and any such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with; and the Trustee, subject to Section 6.1, may rely upon such Officers’
Certificate and Opinion of Counsel as conclusive evidence that such transaction
complies with this Section.


 


Section 8.2.         Successor Corporation
Substituted. Upon any consolidation or merger by the Company with or
into any other Person, or any conveyance, transfer or lease by the Company of
its properties and assets substantially as an entirety to any Person in
accordance with Section 8.1, the successor Person formed by such
consolidation or into which the Company is merged or to which such 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 in the event of any such conveyance, transfer or lease the Company shall be
discharged from all obligations and covenants under the Indenture and the
Securities and may be dissolved and liquidated.


 


Such successor Person may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder that theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities that previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication
pursuant to such provisions and any Securities that such successor Person


 


50

















 


thereafter shall cause to
be signed and delivered to the Trustee on its behalf for the purpose pursuant
to such provisions. All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.


 


In case of any such consolidation, merger, sale,
conveyance or lease, such changes in phraseology and form may be made in the
Securities thereafter to be issued as may be appropriate.


 


ARTICLE IX


 


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, in form satisfactory to the Trustee, for any of the following purposes:


 


(1)           to evidence the succession of another
Person to the Company, and the assumption by any such successor of the covenants
of the Company herein and in the Securities contained; or


 


(2)           to convey, transfer, assign, mortgage
or pledge any property to or with the Trustee or to surrender any right or
power herein conferred upon the Company; or


 


(3)           to establish the form or terms of
Securities of any series as permitted by Section 2.1 or 3.1; or


 


(4)           to add to the covenants of the
Company for the benefit of the Holders of all or any 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) or to surrender any right or power herein conferred
upon the Company; or


 


(5)           to add any additional Events of
Default for the benefit of the Holders of all or any 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


 


(6)           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 become effective only when
there is no Security Outstanding of any series created prior to the execution
of such supplemental indenture that is entitled to the benefit of such
provision or (b) shall not apply to any Outstanding Securities; or


 


(7)           to cure any ambiguity, to correct or
supplement any provision herein that may be defective or inconsistent with any
other provision herein, or to make any other


 


51

















 


provisions with respect to matters or questions
arising under this Indenture, provided that
such action pursuant to this clause (7) shall not adversely affect the
interest of the Holders of Securities of any series in any material respect or,
in the case of the Securities of a series issued to a CT Trust and for so long
as any of the corresponding series of Trust Preferred Securities issued by such
CT Trust shall remain outstanding, the holders of such Trust Preferred
Securities; 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(b); or


 


(9)           to add, change or eliminate any
provision of this Indenture as necessary or desirable in accordance with any
amendments to the Trust Indenture Act, provided that such action shall not
adversely affect the interest of the holders of the Securities in any material
respect; or


 


(10)         to add to or change any terms of this
Indenture or the Securities of such series to conform the terms of such
Securities or this Indenture as it relates to such Securities to the
description of such Securities in the prospectus or other offering document
pursuant to which such Securities or corresponding Trust Preferred Securities
are offered to purchasers thereof; or


 


(11)         to change or eliminate any restrictions
on the payment of principal or premium, if any, on Securities in registered
form, provided that any such action shall not adversely affect the interests of
the Holders of the Securities of any series in any material respect.


 


Section 9.2.         Supplemental Indentures
with Consent of Holders. With the consent of the Holders of not less
than a majority in the aggregate principal amount of the Outstanding Securities
of each series affected by such supplemental indenture, 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 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)           except to the extent permitted by Section 3.11
or as otherwise specified as contemplated by Section 2.1 or Section 3.1
with respect to the deferral of the payment of interest on the Securities of
any series, change the Stated Maturity of any payment of principal of, or any
installment of interest (including any Additional Interest) on, any Security,
or reduce any of the payments due on the Securities or change the manner of
calculating such payments in a manner adverse to the Holders of any Security,
or change the place of payment of the Securities in a manner adverse to Holders
of the Securities, or


 


52

















 


change the coin or currency in which any payment on
the Securities is payable, or impair the right to institute suit for the
enforcement of any such payment due on the Securities, or


 


(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, Section 5.13 or Section 10.5, or


 


(4)           modify the provisions in Article XIII
of this Indenture with respect to the subordination of Outstanding Securities
of any series in a manner adverse to the Holders thereof;


 


provided,  further,
that, in the case of the Securities of a series issued to a CT Trust, so long
as any of the corresponding series of Trust Preferred Securities issued by such
CT Trust remains outstanding, (i) no such amendment shall be made that
adversely affects the holders of such Trust Preferred Securities in any
material respect without the prior consent of the holders of at least a
majority of the aggregate Liquidation Amount of such Trust Preferred Securities
then outstanding and (ii) no such amendment which would require the
consent of the Holder of each Outstanding Security may be made without the
prior consent of the holder of each Trust Preferred Security then outstanding.


 


A supplemental indenture that changes or eliminates
any covenant or other provision of this Indenture that has expressly been
included solely for the benefit of one or more particular series of Securities
or the Trust Preferred Securities of one or more CT Trusts, or that modifies
the rights of the Holders of Securities of such series or holders of Trust
Preferred Securities of such CT Trust 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 or holders of Trust Preferred
Securities of other CT Trusts.


 


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 Section 6.1) shall be fully
protected in relying upon, an Officers’ Certificate and 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 that affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


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Section 9.4.         Effect of Supplemental
Indentures. Upon the execution of any supplemental indenture under
this Article, 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.


 


Section 9.5.         Conformity
with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.


 


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 may, and shall if required by the Company, bear a
notation in form approved by the Company 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 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.


 


Section 9.7.         Subordination
Unimpaired. No provision in any supplemental indenture that
adversely affects the superior position of any holder of Senior and
Subordinated Debt shall be effective against any such holder of Senior and
Subordinated Debt, unless such holder shall have consented thereto.


 


ARTICLE X


 


COVENANTS


 


Section 10.1.       Payment of Principal,
Premium and Interest. The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Securities of that
series in accordance with the terms of such 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 and an office or agency
where Securities of that series may be surrendered for 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 initially appoints
the Trustee, acting through its Corporate Trust Office, as its agent for said
purposes. The Company will give prompt written notice to the Trustee of any
change in the location of any such office or agency. If at any time the Company
shall fail to maintain such 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.


 


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


 


Section 10.3.       Money for Securities
Payments to be Held in Trust. If the Company shall at any time act
as its own Paying Agent with respect to any series of Securities, it will, on
or before each due date of the principal of (and premium, if any) or interest
on any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest 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 failure so to act.


 


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, prior to 10:00 a.m. New York
City time on each due date of the principal of or interest on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal and premium (if any)
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its 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, that such Paying Agent will:


 


(1)           hold all sums held by it for the
payment of the principal of (and premium, if any) or interest on Securities of
that series in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2)           give the Trustee notice of any
default by the Company (or any other obligor upon the Securities of that
series) in the making of any payment of principal of (and premium, if any) or
interest; and


 


(3)           at any time during the continuance of
any such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.


 


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture 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


 


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Trustee, such Paying
Agent shall be released from all further liability with respect to such money.


 


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 (and
premium, if any) or interest on any Security of that series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid on Company Request to the Company, or
(if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) 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 a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City
of New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


 


Section 10.4.       Statement as to Compliance.
The Company shall deliver to the Trustee, within 120 days after the end of each
calendar year of the Company ending after the date hereof, an Officers’
Certificate covering the preceding calendar year, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the
performance, observance or fulfillment of or compliance with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge. For the purpose of this Section,
compliance shall be determined without regard to any grace period or
requirement of notice provided pursuant to the terms of this Indenture.


 


Section 10.5.       Waiver
of Certain Covenants. The Company may omit in any particular
instance to comply with any covenant or condition provided pursuant to Section 3.1,
9.1(3) or 9.1(4) with respect to the Securities of any 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 covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company in respect of any such covenant or condition shall
remain in full force and effect. If the Securities of a series have not been
registered under the Securities Act, the Holders of at least a majority in principal
amount of such series, by Act of such Holders, may waive compliance by the
Company with the Trust Indenture Act with respect to such series unless such
compliance is otherwise required by the Trust Indenture Act.


 


Section 10.6.       Additional
Sums; Expenses of a CT Trust. In the case of the Securities of a
series issued to a CT Trust, so long as no Event of Default has occurred and is
continuing and except as otherwise specified as contemplated by Section 2.1
or Section 3.1, in the event


 


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that (i) a CT Trust is the Holder of all of the
Outstanding Securities of such series and (ii) a Tax Event has occurred
and is continuing with respect to such CT Trust and such CT Trust shall be
required to pay Additional Taxes, the Company shall pay to such CT Trust (and
its permitted successors or assigns under the related Trust Agreement) as
Holder of the Securities of such series for so long as such CT Trust (or its
permitted successor or assignee) is the registered Holder of any Securities of
such series, such additional sums as may be necessary in order that the amount
of Distributions (including any Additional Amounts (as defined in such Trust
Agreement)) then due and payable by such CT Trust on the related Trust
Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes arising from such Tax Event (the “Additional Sums”).


 


Whenever in this Indenture or the Securities there is
a reference in any context to the payment of principal of or interest on the
Securities, such mention shall be deemed to include mention of the payments of
the Additional Sums provided for in this paragraph to the extent that, in such
context, Additional Sums are, were or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment
of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however,
that the deferral of the payment of interest pursuant to Section 3.11 or
the Securities shall not defer the payment of any Additional Sums that may be
due and payable.


 


Section 10.7.       Additional Covenants.
The Company also covenants and agrees with each Holder of Securities of a
series issued to a CT Trust (i) to maintain directly or indirectly 100%
ownership of the Common Securities of such CT Trust; provided, however, that any permitted successor of the
Company hereunder may succeed to the Company’s ownership of such Common
Securities, and (ii) to use its reasonable efforts, consistent with the
terms and provisions of such Trust Agreement, to cause such CT Trust to remain
classified as a grantor trust and not an association taxable as a corporation
for U.S. federal income tax purposes.


 


ARTICLE XI


 


REDEMPTION OF SECURITIES


 


Section 11.1.       Applicability of this
Article. Redemption of Securities of any series (whether by
operation of a sinking fund or otherwise) as permitted or required by any form
of Security issued pursuant to this Indenture shall be made in accordance with
such form of Security and this Article; provided,
however, that if any provision of any such form of Security shall
conflict with any provision of this Article, the provision of such form of
Security shall govern. Except as otherwise set forth in the form of Security
for such series, each Security of such series shall be subject to partial redemption
only in the amount of $1,000 or integral multiples thereof.


 


Section 11.2.       Election
to Redeem; Notice to Trustee. The election of the Company to redeem
any Securities shall be evidenced by or pursuant to a Board Resolution. In case
of any redemption at the election of the Company of any of the Securities of
any particular series and having the same terms, the Company shall, not less
than 30 nor more than 60 days prior to the


 


57

















 


Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee and, in the case of Securities
of a series held by a CT Trust, the Property Trustee under the related Trust
Agreement, of such date and of the principal amount of Securities of that
series to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities, the Company shall furnish the Trustee with an Officers’ Certificate
and an Opinion of Counsel evidencing compliance with such restriction.


 


Section 11.3.       Selection
of Securities to be Redeemed. If less than all the Securities of any
series are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
that may provide for the selection for redemption of a portion of the principal
amount of any Security of such series, provided that the unredeemed portion of
the principal amount of any Security shall be in a denomination (which shall
not be less than the minimum authorized denomination) for such Security. If less
than all the Securities of such series and of a specified tenor are to be
redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.


 


The Trustee shall promptly notify the Company in
writing of the Securities selected for partial redemption and the principal
amount thereof to be redeemed. For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security that has
been or is to be redeemed. If the Company shall so direct, Securities
registered in the name of the Company, any Affiliate or any Subsidiary thereof
shall not be included in the Securities selected for redemption.


 


Section 11.4.       Notice of Redemption.
Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not later than the thirtieth day, and not earlier than the sixtieth day,
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
the address of such Holder as it appears in the Securities Register.


 


With respect to Securities of each series to be
redeemed, each notice of redemption shall state:


 


(a)           the Redemption Date;


 


(b)           the Redemption Price or if the
Redemption Price cannot be calculated prior to the time the notice is required
to be sent, the estimate of the Redemption Price provided pursuant to the
Indenture together with a statement that it is an estimate and that the actual
Redemption Price will be calculated on a specified day prior to the Redemption
Date;


 


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(c)           if less than all Outstanding
Securities of such particular series and having the same terms are to be redeemed,
the identification (and, in the case of partial redemption, the respective
principal amounts) of the particular Securities to be redeemed;


 


(d)           that on the Redemption Date, the
Redemption Price will become due and payable upon each such Security or portion
thereof, and that interest thereon, if any, shall cease to accrue on and after
said date;


 


(e)           the place or places where such
Securities are to be surrendered for payment of the Redemption Price; and


 


(f)            that the redemption is for a sinking
fund, if such is the case.


 


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 and shall
not be irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.


 


Section 11.5.       Deposit of Redemption
Price. Prior to 10:00 a.m. New York City time on the Redemption
Date specified in the notice of redemption given as provided in Section 11.4,
the Company will deposit with the Trustee or with one or more Paying Agents (or
if the Company is acting as its own Paying Agent, the Company will segregate
and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and any accrued interest (including
Additional Interest) on, all the Securities that are to be redeemed on that
date.


 


Section 11.6.       Payment
of Securities Called for Redemption. If any notice of redemption has
been given as provided in Section 11.4, the Securities or portion of
Securities with respect to which such notice has been given shall become due
and payable on the date and at the place or places stated in such notice at the
applicable Redemption Price. On presentation and surrender of such Securities
at a Place of Payment in said notice specified, the said Securities or the
specified portions thereof shall be paid and redeemed by the Company at the
applicable Redemption Price, together with accrued interest (including any
Additional Interest) 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.


 


Upon presentation of any Security redeemed in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations, in aggregate principal
amount equal to the unredeemed portion of the Security so presented and having
the


 


59

















 


same Original Issue Date,
Stated Maturity and terms. If a Global Security is so surrendered, such new
Security (subject to Section 3.5) will also be a new Global Security.


 


If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal of and premium, if
any, on such Security shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.


 


ARTICLE XII


 


SINKING FUNDS


 


Section 12.1.       Applicability of Article.
The provisions of this Article 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 of any series is herein referred to
as a “mandatory sinking fund payment,” and any sinking fund payment in excess
of such minimum amount that is permitted to be made by the terms of such
Securities of any series is herein referred to as an “optional sinking fund
payment.” If provided for by the terms of any Securities of any series, 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 (or purchase by tender or otherwise) of Securities of any series as
provided for by the terms of such Securities.


 


Section 12.2.       Satisfaction
of Sinking Fund Payments with Securities. In lieu of making all or
any part of a mandatory sinking fund payment with respect to any Securities of
a series in cash, the Company may at its option, at any time no more than 16
months and no less than 45 days prior to the date on which such sinking fund
payment is due, deliver to the Trustee Securities of such series (together with
the unmatured coupons, if any, appertaining thereto) theretofore purchased or
otherwise acquired by the Company, except Securities of such series that have
been redeemed through the application of mandatory or optional sinking fund
payments pursuant to the terms of the Securities of such series, accompanied by
a Company Order instructing the Trustee to credit such obligations and stating
that the Securities of such series were originally issued by the Company by way
of bona fide sale or other negotiation for value; 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 for such
Securities, 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 less than 60 days prior to each
sinking fund payment date for any series of 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 in the currency in which the Securities of such series are
payable (except as provided pursuant to Section 3.1) and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities pursuant to Section 12.2 and will


 


60

















 


also deliver to the Trustee any Securities to be so
delivered. Such Officers’ Certificate shall be irrevocable and upon its
delivery the Company shall be obligated to make the cash payment or payments
therein referred to, if any, on or before the succeeding sinking fund payment
date. In the case of the failure of the Company to deliver such Officers’
Certificate (or, as required by this Indenture, the Securities and coupons, if
any, specified in such Officers’ Certificate), the sinking fund payment due on
the succeeding sinking fund payment date for such series shall be paid entirely
in cash and shall be sufficient to redeem the principal amount of the
Securities of such series subject to a mandatory sinking fund payment without
the right to deliver or credit securities as provided in Section 12.2 and
without the right to make the optional sinking fund payment with respect to
such series at such time.


 


Any sinking fund payment or payments (mandatory or
optional) made in cash plus any unused balance of any preceding sinking fund
payments made with respect to the Securities of any particular series shall be
applied by the Trustee (or by the Company if the Company is acting as its own
Paying Agent) on the sinking fund payment date on which such payment is made (or,
if such payment is made before a sinking fund payment date, on the sinking fund
payment date immediately following the date of such payment) to the redemption
of Securities of such series at the Redemption Price specified in such
Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or, if the Company is acting as its own
Paying Agent, segregated and held in trust by the Company as provided in Section 10.3)
for such series and together with such payment (or such amount so segregated)
shall be applied in accordance with the provisions of this Section. Any and all
sinking fund moneys with respect to the Securities of any particular series
held by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 10.3) on the last
sinking fund payment date with respect to Securities of such series and not
held for the payment or redemption of particular Securities of such series
shall be applied by the Trustee (or by the Company if the Company is acting as
its own Paying Agent), together with other moneys, if necessary, to be
deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Securities of such series at Maturity. 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 Section 11.6. On or before each sinking fund payment date, the
Company shall pay to the Trustee (or, if the Company is acting as its own
Paying Agent, the Company shall segregate and hold in trust as provided in Section 10.3)
in cash a sum in the currency in which Securities of such series are payable
(except as provided pursuant to Section 3.1) equal to the principal,
premium, if any, and any interest accrued to the Redemption Date for Securities
or portions thereof to be redeemed on such sinking fund payment date pursuant
to this Section.


 


Neither the Trustee nor the Company shall redeem any
Securities of a series with sinking fund moneys or mail any notice of
redemption of Securities of such series by operation of the sinking fund for
such series during the continuance of a default in payment of interest, if any,
on any Securities of such series or of any Event of Default (other than an
Event of Default occurring as a consequence of this paragraph) with respect to
the Securities of such series, except that if the notice of redemption shall
have been provided in accordance with the provisions hereof, the Trustee (or
the Company, if the Company is then acting as its own Paying Agent) shall
redeem


 


61

















 


such Securities if cash
sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such default or
Event of Default, be held as security for the payment of the Securities and
coupons, if any, of such series; provided,
however, that in case such default or Event of Default shall have
been cured or waived herein, such moneys shall thereafter be applied on the
next sinking fund payment date for the Securities of such series on which such
moneys may be applied pursuant to the provisions of this Section.


 


ARTICLE XIII


 


SUBORDINATION OF SECURITIES


 


Section 13.1.       Securities Subordinate to
Senior and Subordinated Debt. The Company, for itself, its
successors and assigns, covenants and agrees, and each Holder likewise
covenants and agrees by his acceptance thereof, that the obligations of the
Company to make any payment on account of the principal of (or premium, if any)
and interest on each and all of the Securities shall be subordinate and junior,
to the extent and in the manner hereinafter set forth, in right of payment and
upon liquidation to the Company’s obligations to the holders of Senior and
Subordinated Debt of the Company.


 


Section 13.2.       Company
Not to Pay if Senior and Subordinated Debt of Company is in Default.
No payment on account of principal of (or premium, if any) or interest on the
Securities shall be made by the Company unless full payment of amounts then due
for principal (and premium, if any), sinking funds, and interest on Senior and
Subordinated Debt of the Company has been made or duly provided for in money or
money’s worth in accordance with its terms. No payment on account of principal
of (or premium, if any) or interest on the Securities shall be made by the
Company if, at the time of such payment or immediately after giving effect
thereto, there shall have occurred an event of default with respect to any
Senior and Subordinated Debt of the Company or in any instrument under which
the same is outstanding, permitting the holders thereof (or a trustee on behalf
of the holders thereof) to accelerate the maturity thereof, or an event that,
with the giving of notice or the passage of time or both, would constitute such
event of default, and such event of default shall not have been cured or
waived.


 


Section 13.3.       Payment
over of Proceeds upon Dissolution, Default, Etc., of the Company. The
Company agrees that upon (i) the occurrence of any event of default
referred to in Section 13.2 above that shall not have been cured or waived
or (ii) any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to creditors upon any
dissolution or winding up or total or partial liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership, conservatorship or other proceedings, all principal (and premium,
if any), sinking fund payments and interest due or to become due upon all
Senior and Subordinated Debt of the Company shall first be paid in full, or
payment thereof provided for in money or money’s worth in accordance with its
terms, before any payment is made on account of the principal of (or premium,
if any) or interest on the indebtedness evidenced by the Securities due and
owing at


 


62

















 


the time and upon any such dissolution or winding up
or liquidation or reorganization, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities
(other than securities of the Company or any other Person provided for by a
plan of reorganization or readjustment, the payment of which is subordinate, at
least to the extent provided in this Section with respect to the
Securities, to the payment in full of all Senior and Subordinated Debt,
provided the rights of the Holders of the Senior and Subordinated Debt are not
altered by such reorganization or readjustment), to which the Holders of the
Securities would, except for the provisions hereof, be entitled, shall be paid
by the Company or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, or by the Holders or
by the Trustee under this Indenture if received by them or it, directly to the
holders of Senior and Subordinated Debt of the Company (pro rata to each such holder on the basis
of the respective amounts of Senior and Subordinated Debt held by such holder)
or their representatives, to the extent necessary to pay all Senior and
Subordinated Debt of the Company in full, in money or money’s worth, after
giving effect to any concurrent payment or distribution to or for the holders
of such Senior and Subordinated Debt, before any payment or distribution is
made to the Holders of the indebtedness evidenced by the Securities or to the
Trustee or to any Paying Agent for the account of the Holders of the Securities
(subject, in the case of the Trustee or any Paying Agent, to the provisions of Section 6.7)
under this Indenture.


 


In the event that any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, including any such payment or distribution that may be payable or
deliverable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities, not permitted by the
foregoing, shall be received by the Trustee or any Holder before all Senior and
Subordinated Debt of the Company is paid in full, or provision is made for such
payment, in accordance with its terms, such payment or distribution shall be
held in trust for the benefit of, and shall be paid over or delivered to, the
holders of such Senior and Subordinated Debt of the Company (pro rata to each such holder on the basis
of the respective amounts of Senior and Subordinated Debt held by such holder)
or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any of such Senior
and Subordinated Debt of the Company may have been issued, as their respective
interests may appear, or to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such distribution, for application to the
payment of all Senior and Subordinated Debt of the Company remaining unpaid to
the extent necessary to pay all such Senior and Subordinated Debt of the
Company in full in accordance with its terms, after giving effect to any
concurrent payment or distribution to the holders of such Senior and
Subordinated Debt of the Company.


 


The consolidation of the Company with, or the merger
of the Company into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and conditions
set forth in Article VIII shall not be deemed a dissolution, winding up,
liquidation or reorganization for the purposes of this Section if the
corporation formed by such consolidation or into which the Company is merged or
the Person that acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article VIII.


 


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Section 13.4.       Subrogation to Rights of
Holders of Senior and Subordinated Debt. Subject to the prior
payment in full of all Senior and Subordinated Debt of the Company, the Holders
shall be subrogated (equally and ratably with the holders of all indebtedness
of the Company that by its express terms is subordinated to indebtedness of the
Company to substantially the same extent as the Securities are subordinated and
is entitled to like rights of subrogation) to the rights of the holders of such
Senior and Subordinated Debt to receive payments or distributions of cash,
property and securities applicable to the Senior and Subordinated Debt of the
Company until the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions in respect of the Senior and
Subordinated Debt of the Company of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior and Subordinated Debt by Holders of
the Securities or the Trustee, shall, as between the Company, its creditors
other than holders of Senior and Subordinated Debt of the Company and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior and Subordinated Debt of the Company;
and no payments or distributions to the Trustee or the Holders of the
Securities of cash, property or securities that are applied to the satisfaction
of Senior and Subordinated Debt of the Company, as the case may be, by virtue
of the subordination herein provided for shall, as between the Company, its
creditors other than the holders of Senior and Subordinated Debt of the Company
and the Holders of the Securities, be deemed to be a payment by the Company to
or on account of the Securities.


 


Section 13.5.       Reliance
on Certificate of Liquidating Agent. Upon any payment or
distribution of assets of the Company referred to in this Article, the Trustee,
subject to the provisions of Section 6.1, and the Holders shall be
entitled to rely upon an order or decree made by any court of competent
jurisdiction in which such dissolution or winding up or liquidation or
reorganization or arrangement proceedings are pending or upon a certificate of
the trustee in bankruptcy, receiver, conservator, assignee for the benefit of
creditors or other person making such payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of the Senior and Subordinated
Debt, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent or to this Article.


 


Section 13.6.       Payment
Permitted if No Default. Nothing contained in this Article or
elsewhere in this Indenture, or in any of the Securities, shall prevent (a) the
Company, at any time except during the pendency of any dissolution, winding up,
liquidation or reorganization or other similar proceedings referred to in Section 13.3
or under the conditions described in Section 13.2, from making payments at
any time of principal of (or premium, if any) or interest on the Securities or (b) the
application by the Trustee or any Paying Agent of any moneys deposited with it
hereunder to the payment of or on account of the principal of (or premium, if
any) or interest on Securities, if, at the time of such application, the
Trustee or such Paying Agent, as the case may be, did not have the written
notice provided for in Section 13.7 (subject to Section 13.12) of any
event prohibiting the making of such deposit or if, at the time of such deposit
(whether or not in trust) by the Company with the Trustee or any Paying Agent
(other than the Company), such payment would not have been prohibited by the
provisions of this Article.


 


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Section 13.7.       Trustee
Not Charged with Knowledge of Prohibition. Anything in this Article or
elsewhere in this Indenture contained to the contrary notwithstanding, the
Trustee shall not at any time be charged with knowledge of the existence of any
facts that would prohibit the making of any payment of moneys to or by the
Trustee and, subject to the provisions of Section 6.1, shall be entitled
to assume that no event of default or prohibition specified in Section 13.2
has happened, until the Trustee shall have received an Officers’ Certificate of
the Company to that effect or notice in writing signed by or on behalf of the
holders, or their representatives, of at least $1,000,000 in principal amount
of Senior and Subordinated Debt of the Company who shall have been certified by
the Company or otherwise established to the reasonable satisfaction of the
Trustee to be such holders or representatives or from any trustee under any
indenture pursuant to which such Senior and Subordinated Debt shall be
outstanding.


 


Section 13.8.       Provisions
are Solely to Define Relative Rights. The provisions of this Article are
and are intended solely for the purpose of defining the relative rights of the
Holders on the one hand, and the holders of the Senior and Subordinated Debt on
the other. Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as among
the Company, its creditors other than holders of Senior and Subordinated Debt
and the Holders of the Securities, the obligation of the Company, which is
absolute and unconditional (and which, subject to the rights under this Article of
the holders of Senior and Subordinated Debt, is intended to rank equally with
all other general obligations of the Company), to pay to the Holders of the
Securities the principal of (and premium, if any, on) and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms; (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than the holders
of Senior and Subordinated Debt; or (c) prevent the Trustee or the Holder
of any Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under
this Article of the holders of Senior and Subordinated Debt, to receive
cash, property and securities otherwise payable or deliverable to the Trustee
or such Holder.


 


Section 13.9.       No
Waiver of Subordination Provisions. No right of any present or
future holder of any Senior and Subordinated Debt of the Company to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.


 


Section 13.10.     Trustee
to Effectuate Subordination. Each Holder by his acceptance of a
Security or Securities authorizes and directs the Trustee in his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
as provided in this Article and appoints the Trustee his attorney-in-fact
for any and all such purposes.


 


The Trustee, however, shall not be deemed to owe any
duty or obligation, including any fiduciary duty to the holders of Senior and
Subordinated Debt and shall not be liable to any such holders or creditors if
it shall pay over or distribute to or on behalf of Holders of the Securities or


 


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the Company moneys or
assets to which any holder of Senior and Subordinated Debt shall be entitled by
virtue of this Article.


 


Section 13.11.     Rights of Trustee as
Holder of Senior and Subordinated Debt. The Trustee shall be
entitled to all the rights set forth in this Article with respect to any
Senior and Subordinated Debt that may at any time be held by it, to the same
extent as any other holder of Senior and Subordinated Debt, as the case may be,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.


 


Section 13.12.     Article Applicable
to Paying Agents. In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company with respect to a series
of securities and be then acting hereunder, the term “Trustee” as used in this Article shall
in such case (unless the context shall otherwise require) be construed as
extending to, and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided,
however,  that Sections 13.8 and 13.11 shall
not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent; and provided,  further,
that no Paying Agent (other than the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent) shall be liable to any such holder
if it shall pay over or distribute to or on behalf of Holders of Securities or
the Company or any other Person moneys or assets to which any holder of Senior
and Subordinated Debt shall be entitled by virtue of this Article or
otherwise shall be deemed to owe any fiduciary duty to the holders of Senior
and Subordinated Debt. No Paying Agent shall be deemed to have received any
Officers’ Certificate or notice required pursuant to or referred in this Article (whether
or not actually received) until after the second Business Day after any such
notice shall have been delivered to a Responsible Officer of such Paying Agent
at the Paying Agent Office of such Paying Agent, as such Responsible Officer
and Paying Agent Office shall be specified with respect to such series in
accordance with Section 3.1; and furthermore, Section 6.1 (as
referred to in Sections 13.5 and 13.7) and the first paragraph of Section 13.10
are not applicable to any Paying Agent.


 


ARTICLE XIV


 


REPAYMENT AT THE OPTION OF HOLDERS


 


Section 14.1.       Applicability of Article.
Securities of any series that are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with their
terms and (except as otherwise specified pursuant to Section 3.1 for
Securities of such series) in accordance with this Article.


 


Section 14.2.       Repayment
of Securities. Each Security that is subject to repayment in whole
or in part at the option of the Holder thereof on a Repayment Date shall be
repaid at the applicable Repayment Price together with interest accrued to such
Repayment Date as specified pursuant to Section 3.1.


 


Section 14.3.       Exercise
of Option; Notice. Each Holder desiring to exercise such Holder’s
option for repayment shall, as conditions to such repayment, surrender the
Security to be repaid in whole or in part together with written notice of the
exercise of such option at any


 


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office or agency of the Company in a Place of Payment,
not less than 30 nor more than 45 days prior to the Repayment Date. Such
notice, which shall be irrevocable, shall specify the principal amount of such
Security to be repaid, which shall be equal to the minimum authorized
denomination for such Security or an integral multiple thereof, and shall
identify the Security to be repaid and, in the case of a partial repayment of
the Security, shall specify the denomination or denominations of the Security
or Securities of the same series to be issued to the Holder for the portion of
the principal of the Security surrendered that is not to be repaid.


 


The Company shall execute and the Trustee shall
authenticate and deliver without service charge to the Holder of any Security
so surrendered a new Security or Securities of the same series, of any
authorized denomination specified in the foregoing notice, in an aggregate
principal amount equal to any portion of the principal of the Security so
surrendered that is not to be repaid.


 


For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the repayment of Securities
shall relate, in the case of any Security repaid or to be repaid only in part,
to the portion of the principal of such Security that has been or is to be
repaid.


 


Section 14.4.       Securities Payable on the
Repayment Date. Notice of exercise of the option of repayment having
been given and the Securities so to be repaid having been surrendered as
aforesaid, such Securities shall, unless purchased in accordance with this
Section, on the Repayment Date become due and payable at the price therein
specified and from and after the Repayment Date such Securities shall cease to
bear interest and shall be paid on the Repayment Date, unless the Company shall
default in the payment of such price in which case the Company shall continue
to be obligated for the principal amount of such Securities and shall be
obligated to pay interest on such principal amount at the rate borne by such
Securities from time to time until payment in full of such principal amount.


 


* * * *


 


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


 


In Witness Whereof, the parties
hereto have caused this Indenture to be duly executed and attested, all as of the
day and year first above written.


 


	
   

  	
   

  	
  Capital Trust, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Bank of New York,

  
	
   

  	
   

  	
  Individually and as Trustee

  



 


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  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


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