Exhibit 4.1


CIT
Group Inc.


and


The
Bank of New York,


as Purchase Contract Agent,


and


The Bank of New York,


as Collateral Agent, Custodial Agent and
Securities Intermediary


PURCHASE
CONTRACT AND PLEDGE AGREEMENT


Dated as of October 23, 2007






TABLE OF CONTENTS


Article 1


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


	
 

	
 

	
 

	
 


	
Section 1.01

	
 

	
Definitions

	
1


	
Section 1.02

	
 

	
Compliance
 Certificates and Opinions

	
14


	
Section 1.03

	
 

	
Form of
 Documents Delivered to Purchase Contract Agent

	
14


	
Section 1.04

	
 

	
Acts of
 Holders; Record Dates

	
15


	
Section 1.05

	
 

	
Notices

	
16


	
Section 1.06

	
 

	
Notice to
 Holders; Waiver

	
16


	
Section 1.07

	
 

	
Effect of
 Headings and Table of Contents

	
17


	
Section 1.08

	
 

	
Successors
 and Assigns

	
17


	
Section 1.09

	
 

	
Separability
 Clause

	
17


	
Section 1.10

	
 

	
Benefits of
 Agreement

	
17


	
Section 1.11

	
 

	
Governing
 Law

	
17


	
Section 1.12

	
 

	
Legal
 Holidays

	
17


	
Section 1.13

	
 

	
Counterparts

	
18


	
Section 1.14

	
 

	
Inspection
 of Agreement

	
18


	
Section 1.15

	
 

	
Appointment
 of Financial Institution as Agent for the Company

	
18


	
Section 1.16

	
 

	
No Waiver

	
18





Article 2


CERTIFICATE FORMS


	
 

	
 

	
 

	
 


	
Section 2.01

	
 

	
Forms of
 Certificates Generally

	
18


	
Section 2.02

	
 

	
Form of
 Purchase Contract Agent’s Certificate of Authentication

	
18





Article 3


THE UNITS


	
 

	
 

	
 

	
 


	
Section 3.01

	
 

	
Amount; Form
 and Denominations

	
19


	
Section 3.02

	
 

	
Rights and
 Obligations Evidenced by the Certificates

	
19


	
Section 3.03

	
 

	
Execution,
 Authentication, Delivery and Dating

	
20


	
Section 3.04

	
 

	
Temporary
 Certificates

	
20


	
Section 3.05

	
 

	
Registration;
 Registration of Transfer and Exchange

	
21


	
Section 3.06

	
 

	
Book-entry
 Interests

	
22


	
Section 3.07

	
 

	
Notices to
 Holders

	
23


	
Section 3.08

	
 

	
Appointment
 of Successor Depositary

	
23


	
Section 3.09

	
 

	
Definitive
 Certificates

	
23


	
Section 3.10

	
 

	
Mutilated,
 Destroyed, Lost and Stolen Certificates

	
23


	
Section 3.11

	
 

	
Persons
 Deemed Owners

	
25


	
Section 3.12

	
 

	
Cancellation

	
25


	
Section 3.13

	
 

	
Creation of
 Treasury Units by Substitution of Treasury Securities

	
25


	
Section 3.14

	
 

	
Recreation
 of Corporate Units

	
27











	
 

	
 

	
 

	
 


	
Section 3.15

	
 

	
Transfer of
 Collateral Upon Occurrence of Termination Event

	
29


	
Section 3.16

	
 

	
No Consent
 to Assumption

	
30


	
Section 3.17

	
 

	
Substitutions

	
31





Article 4


THE SENIOR NOTES


	
 

	
 

	
 

	
 


	
Section 4.01

	
 

	
Interest
 Payments; Rights to Interest Payments Preserved

	
31


	
Section 4.02

	
 

	
Payments
 Prior to or on Purchase Contract Settlement Date

	
32


	
Section 4.03

	
 

	
Notice and
 Voting

	
32


	
Section 4.04

	
 

	
Special
 Event Redemption

	
33


	
Section 4.05

	
 

	
Payments to
 Purchase Contract Agent

	
34


	
Section 4.06

	
 

	
Payments
 Held in Trust

	
34





Article 5


THE PURCHASE CONTRACTS


	
 

	
 

	
 

	
 


	
Section 5.01

	
 

	
Purchase of
 Shares of Common Stock

	
35


	
Section 5.02

	
 

	
Cash
 Settlement; Remarketing; Payment of Purchase Price

	
37


	
Section 5.03

	
 

	
Issuance of
 Shares of Common Stock

	
42


	
Section 5.04

	
 

	
Adjustment
 of each Fixed Settlement Rate

	
42


	
Section 5.05

	
 

	
Notice of
 Adjustments and Certain Other Events

	
51


	
Section 5.06

	
 

	
Termination
 Event; Notice

	
51


	
Section 5.07

	
 

	
Early
 Settlement

	
52


	
Section 5.08

	
 

	
No
 Fractional Shares

	
54


	
Section 5.09

	
 

	
Charges and
 Taxes

	
54


	
Section 5.10

	
 

	
Contract
 Adjustment Payments

	
55





Article 6


RIGHTS AND REMEDIES OF HOLDERS


	
 

	
 

	
 

	
 


	
Section 6.01

	
 

	
Unconditional
 Right of Holders to Receive Contract Adjustment Payments and to

	
 


	
 

	
 

	
Purchase
 Shares of Common Stock

	
59


	
Section 6.02

	
 

	
Restoration
 of Rights and Remedies

	
59


	
Section 6.03

	
 

	
Rights and
 Remedies Cumulative

	
59


	
Section 6.04

	
 

	
Delay or
 Omission Not Waiver

	
60


	
Section 6.05

	
 

	
Undertaking
 for Costs

	
60


	
Section 6.06

	
 

	
Waiver of
 Stay or Extension Laws

	
60





Article 7


THE PURCHASE CONTRACT AGENT


	
 

	
 

	
 

	
 


	
Section 7.01

	
 

	
Certain
 Duties and Responsibilities

	
60


	
Section 7.02

	
 

	
Notice of
 Default

	
61


	
Section 7.03

	
 

	
Certain
 Rights of Purchase Contract Agent

	
61


	
Section 7.04

	
 

	
Not
 Responsible for Recitals or Issuance of Units

	
63


	
Section 7.05

	
 

	
May Hold
 Units

	
63





ii







	
 

	
 

	
 

	
 


	
Section 7.06

	
 

	
Money Held
 in Custody

	
63


	
Section 7.07

	
 

	
Compensation
 and Reimbursement

	
63


	
Section 7.08

	
 

	
Corporate
 Purchase Contract Agent Required; Eligibility

	
64


	
Section 7.09

	
 

	
Resignation
 and Removal; Appointment of Successor

	
64


	
Section 7.10

	
 

	
Acceptance
 of Appointment by Successor

	
65


	
Section 7.11

	
 

	
Merger,
 Conversion, Consolidation or Succession to Business

	
66


	
Section 7.12

	
 

	
Preservation
 of Information; Communications to Holders

	
66


	
Section 7.13

	
 

	
No
 Obligations of Purchase Contract Agent

	
66


	
Section 7.14

	
 

	
Tax
 Compliance

	
66





Article 8


SUPPLEMENTAL AGREEMENTS


	
 

	
 

	
 

	
 


	
Section 8.01

	
 

	
Supplemental
 Agreements without Consent of Holders

	
67


	
Section 8.02

	
 

	
Supplemental
 Agreements with Consent of Holders

	
67


	
Section 8.03

	
 

	
Execution of
 Supplemental Agreements

	
68


	
Section 8.04

	
 

	
Effect of
 Supplemental Agreements

	
69


	
Section 8.05

	
 

	
Reference to
 Supplemental Agreements

	
69





Article 9


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


	
 

	
 

	
 

	
 


	
Section 9.01

	
 

	
Covenant Not
 To Consolidate, Merge, Convey, Transfer or Lease Property
except under
 Certain Conditions

	
69


	
Section 9.02

	
 

	
Rights and
 Duties of Successor Corporation

	
69


	
Section 9.03

	
 

	
Officers’
 Certificate and Opinion of Counsel Given to Purchase Contract Agent

	
70





Article 10


COVENANTS


	
 

	
 

	
 

	
 


	
Section
 10.01

	
 

	
Performance
 under Purchase Contracts

	
70


	
Section
 10.02

	
 

	
Maintenance
 of Office or Agency

	
70


	
Section
 10.03

	
 

	
Company To
 Reserve Common Stock

	
71


	
Section
 10.04

	
 

	
Covenants as
 to Common Stock; Listing

	
71


	
Section
 10.05

	
 

	
Statements
 of Officers of the Company as to Default

	
71


	
Section
 10.06

	
 

	
ERISA

	
71


	
Section
 10.07

	
 

	
Tax
 Treatment

	
71





Article 11


PLEDGE


	
 

	
 

	
 

	
 


	
Section 11.01

	
 

	
Pledge

	
72


	
Section
 11.02

	
 

	
Termination

	
72





iii






Article 12


ADMINISTRATION OF COLLATERAL


	
 

	
 

	
 

	
 


	
Section
 12.01

	
 

	
Initial
 Deposit of Senior Notes

	
72


	
Section
 12.02

	
 

	
Establishment
 of Collateral Account

	
72


	
Section
 12.03

	
 

	
Treatment as
 Financial Assets

	
73


	
Section
 12.04

	
 

	
Sole Control
 by Collateral Agent

	
73


	
Section
 12.05

	
 

	
Jurisdiction

	
73


	
Section
 12.06

	
 

	
No Other
 Claims

	
73


	
Section
 12.07

	
 

	
Investment
 and Release

	
73


	
Section
 12.08

	
 

	
Statements
 and Confirmations

	
74


	
Section
 12.09

	
 

	
Tax
 Allocations

	
74


	
Section
 12.10

	
 

	
No Other
 Agreements

	
74


	
Section
 12.11

	
 

	
Powers
 Coupled with an Interest

	
74


	
Section
 12.12

	
 

	
Waiver of
 Lien; Waiver of Set-off

	
74





Article 13


RIGHTS AND REMEDIES OF THE COLLATERAL AGENT


	
 

	
 

	
 

	
 


	
Section
 13.01

	
 

	
Rights and
 Remedies of the Collateral Agent

	
74





Article 14


REPRESENTATIONS AND WARRANTIES TO

COLLATERAL AGENT; HOLDER COVENANTS


	
 

	
 

	
 

	
 


	
Section
 14.01

	
 

	
Representations
 and Warranties

	
75


	
Section
 14.02

	
 

	
Covenants

	
76





Article 15


THE COLLATERAL AGENT, THE CUSTODIAL AGENT

AND THE SECURITIES INTERMEDIARY


	
 

	
 

	
 

	
 


	
Section 15.01

	
 

	
Appointment,
 Powers and Immunities

	
76


	
Section
 15.02

	
 

	
Instructions
 of the Company

	
77


	
Section
 15.03

	
 

	
Reliance by
 Collateral Agent, Custodial Agent and Securities Intermediary

	
77


	
Section
 15.04

	
 

	
Certain
 Rights

	
77


	
Section
 15.05

	
 

	
Merger,
 Conversion, Consolidation or Succession to Business

	
78


	
Section
 15.06

	
 

	
Rights in
 Other Capacities

	
78


	
Section
 15.07

	
 

	
Non-reliance
 on the Collateral Agent, Custodial Agent and Securities Intermediary

	
78


	
Section
 15.08

	
 

	
Compensation
 and Indemnity

	
79


	
Section
 15.09

	
 

	
Failure to
 Act

	
79


	
Section
 15.10

	
 

	
Resignation
 of Collateral Agent, the Custodial Agent and the Securities Intermediary

	
80


	
Section
 15.11

	
 

	
Right to
 Appoint Agent or Advisor

	
81


	
Section
 15.12

	
 

	
Survival

	
81


	
Section
 15.13

	
 

	
Exculpation

	
81





iv







	
 

	
 

	
 

	
 


	
Section
 15.14

	
 

	
Expenses,
 Etc

	
81


	
Section
 15.15

	
 

	
Force
 Majeure

	
82





Article 16


MISCELLANEOUS


	
 

	
 

	
 

	
 


	
Section
 16.01

	
 

	
Security
 Interest Absolute

	
82


	
Section
 16.02

	
 

	
Notice of
 Special Event, Special Event Redemption and Termination Event

	
82








	
 

	
 

	
 


	
EXHIBITS

	
 


	
Exhibit A

	
-

	
Form of Corporate
 Units Certificate


	
Exhibit B

	
-

	
Form of
 Treasury Units Certificate


	
Exhibit C

	
-

	
Instruction
 to Purchase Contract Agent From Holder to Create Treasury Units or Corporate
 Units


	
Exhibit D

	
-

	
Notice from
 Purchase Contract Agent to Holders Upon Termination Event


	
Exhibit E

	
-

	
Notice to
 Settle by Separate Cash


	
Exhibit F

	
-

	
Reserved


	
Exhibit G

	
-

	
Instruction
 from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units)


	
Exhibit H

	
-

	
Instruction
 from the Collateral Agent to the Securities Intermediary (Creation of
 Treasury Units)


	
Exhibit I

	
-

	
Instruction
 from Purchase Contract Agent to Collateral Agent (Recreation of Corporate
 Units)


	
Exhibit J

	
-

	
Instruction
 from Collateral Agent to Securities Intermediary (Recreation of Corporate
 Units)


	
Exhibit K

	
-

	
Notice of
 Cash Settlement from Purchase Contract Agent to Collateral Agent


	
Exhibit L

	
-

	
Instruction
 to Custodial Agent Regarding Remarketing


	
Exhibit M

	
-

	
Instruction
 to Custodial Agent Regarding Withdrawal from Remarketing





v






          PURCHASE
CONTRACT AND PLEDGE AGREEMENT, dated as of October 23, 2007, among CIT Group
Inc., a Delaware corporation (the “Company”),
The Bank of New York, a New York banking corporation, acting as purchase
contract agent for, and as attorney-in-fact of, the Holders from time to time
of the Units (in such capacities, together with its successors and assigns in
such capacities, the “Purchase Contract Agent”),
and The Bank of New York, as collateral agent hereunder for the benefit of the
Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial
agent (in
such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities
intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to
the Collateral Account (in such capacity, together with its successors in such
capacity, the “Securities Intermediary”).



RECITALS


          WHEREAS,
the Company has duly authorized the execution and delivery of this Agreement
and the Certificates evidencing the Units; 


          WHEREAS,
all things necessary to make the Purchase Contracts, when the Certificates are
executed by the Company and authenticated, executed on behalf of the Holders
and delivered by the Purchase Contract Agent, as provided in this Agreement,
the valid obligations of the Company, and to constitute these presents a valid
agreement of the Company, in accordance with its terms, have been done; and 


          WHEREAS,
pursuant to the terms of this Agreement and the Purchase Contracts, the Holders
of the Units have irrevocably authorized the Purchase Contract Agent, as
attorney-in-fact of such Holders, among other things, to execute and deliver
this Agreement on behalf of such Holders and to grant the Pledge provided
herein of the Collateral to secure the Obligations. 


          NOW,
THEREFORE, the parties hereto agree as follows: 


ARTICLE 1


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


          Section
1.01 Definitions. For all
purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires: 


                    (a)
the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular, and nouns and pronouns
of the masculine gender include the feminine and neuter genders; 


                    (b)
all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United
States; 


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


                    (d)
the following terms which are defined in the UCC shall have the meanings set
forth therein: “certificated security,” “control,”
“financial asset,” “entitlement order,” “securities account” and
“security
entitlement”; and 






                    (e)
the following terms have the meanings given to them in this Section 1.01(e):


          “Accounting Event” has the meaning set
forth
in the Supplemental Indenture.


          “Act” has the meaning, with respect to
any
Holder, set forth in Section 1.04.


          “Adjustment Factor” has the meaning set
forth in Section 5.04(a)(vii). 


          “Affiliate” of any specified Person means
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For 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. 


          “Agreement” means this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more agreements supplemental hereto entered into pursuant to the
applicable provisions hereof. 


          “Applicable Market Value” has the meaning
set forth in Section 5.01(a). 


          “Applicable Ownership Interest in the Treasury
Portfolio” shall mean, with respect to a Corporate Unit and the
Treasury Portfolio, (i) 1/40th or a 2.5% undivided beneficial
ownership interest in $1,000 face amount of U.S. treasury securities (or
principal or interest strips thereof) included in such Treasury Portfolio that
matures on or prior to November 15, 2010, and (ii) for each scheduled Payment
Date on the Senior Notes that occurs after the Special Event Redemption Date to
and including the Purchase Contract Settlement Date, a 0.46875% undivided
beneficial ownership interest in $1,000 face amount of U.S. treasury securities
(or principal or interest strips thereof) included in such Treasury Portfolio
that mature on or prior to the Business Day immediately preceding such
scheduled Payment Date. 


          “Applicable Ownership Interest in Senior
Notes”
means, a 1/40th or a 2.5% undivided beneficial ownership interest in
$1,000 principal amount of Senior Notes that is a component of a Corporate
Unit, and “Applicable Ownership Interests in
Senior Notes” means the aggregate of each Applicable Ownership
Interest in Senior Notes that is a component of each Corporate Unit then
Outstanding. 


          “Applicants” has the meaning set forth in
Section 7.12(b). 


          “Bankruptcy Code” means Title 11 of the
United States Code, or any other law of the United States that from time to
time provides a uniform system of bankruptcy laws. 


          “Beneficial Owner” means, with respect
to a
Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest as reflected on the books of the Depositary or on the books of a
Person maintaining an account with such Depositary (directly as a Depositary
Participant or as an indirect participant, in each case in accordance with the
rules of such Depositary). 


          “Board of Directors” means the board of
directors of the Company or a duly authorized committee of that board. 


2






          “Board Resolution” means one or more
resolutions of the Board of Directors, a copy of which has been certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification and delivered to the Purchase Contract Agent. 


          “Book-Entry Interest” means a beneficial
interest in a Global Certificate, registered in the name of a Depositary or a
nominee thereof, ownership and transfers of which shall be maintained and made
through book entries by such Depositary as described in Section 3.05(ii). 


          “Business Day” means any day other than a
Saturday or Sunday or any other day on which banking institutions in New York
City, New York are authorized or required by law or executive order to remain
closed; provided that for
purposes of the second paragraph of Section 1.12 only, the term “Business Day”
shall also be deemed to exclude any day on which the Depositary is closed. 


          “Cash” means any coin or currency of the
United States as at the time shall be legal tender for payment of public and
private debts. 


          “Cash Merger” has the meaning set forth
in
Section 5.04(b)(ii). 


          “Cash Merger Early Settlement” has the
meaning set forth in Section 5.04(b)(ii).

          “Cash Merger Early Settlement Date”
has the meaning set forth in Section 5.04(b)(ii). 

          “Cash Settlement” has the
meaning set forth in Section 5.02(a)(i).  


          “Certificate” means a Corporate Units
Certificate or a Treasury Units Certificate, as the case may be. 


          “Closing Price” has the meaning set
forth in
Section 5.01(a). 

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Collateral” means the collective reference to:  


	
 

	
 


	
 

	
                    (i)
 the Collateral Account and all investment property and other financial assets
 from time to time credited to the Collateral Account and all security
 entitlements with respect thereto, including, without limitation, (A) the
 Applicable Ownership Interests in Senior Notes and security entitlements
 relating thereto (and the Senior Notes and security entitlements relating
 thereto delivered to the Collateral Agent in respect of such Applicable
 Ownership Interests in Senior Notes), (B) the Applicable Ownership Interests
 in the Treasury Portfolio (as specified in clause (i) of the definition of
 such term) and security entitlements relating thereto, (C) any Treasury
 Securities and security entitlements relating thereto Transferred to the
 Securities Intermediary from time to time in connection with the creation of
 Treasury Units in accordance with Section 3.13 hereof and (D) payments made
 by Holders pursuant to Section 5.02 hereof; 


	
 

	
 


	
 

	
                    (ii)
 all Proceeds of any of the foregoing (whether such Proceeds arise before or
 after the commencement of any proceeding under any applicable bankruptcy,
 insolvency or other similar law, by or against the pledgor or with respect to
 the pledgor); and 





3







	
 

	
 


	
 

	
                    (iii)
 all powers and rights now owned or hereafter acquired under or with respect
 to the Collateral. 





          “Collateral Account” means the securities
account of The Bank of New York, as Collateral Agent, maintained on the books
of the Securities Intermediary and designated “The Bank of New York, as
Collateral Agent of CIT Group Inc., as pledgee of The Bank of New York, as the
Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders”. 


          “Collateral Agent” means the Person
named as
“Collateral Agent” in the first paragraph of this Agreement until a successor
Collateral Agent shall have become such pursuant to this Agreement, and
thereafter “Collateral Agent” shall mean the Person who is then the Collateral
Agent hereunder. 


          “collateral event of default” has the
meaning set forth in Section 13.01(b). 


          “Collateral Substitution” means (i) with
respect to the Corporate Units, (x) the substitution of the Pledged Applicable
Ownership Interests in Senior Notes included in such Corporate Units (if the
Applicable Ownership Interests in the Treasury Portfolio have not replaced the
Applicable Ownership Interests in Senior Notes as a component of the Corporate
Units) with Treasury Securities in an aggregate principal amount at maturity
equal to the aggregate principal amount of such Pledged Applicable Ownership
Interests in Senior Notes, or (y) the substitution of the Pledged Applicable
Ownership Interests in the Treasury Portfolio included in such Corporate Units
(if the Applicable Ownership Interests in the Treasury Portfolio have replaced
the Applicable Ownership Interests in Senior Notes as a component of the
Corporate Units) with Treasury Securities in an aggregate principal amount at
maturity equal to the Pledged Applicable Ownership Interests in the Treasury
Portfolio specified in clause (i) of the definition thereof or (ii) with
respect to the Treasury Units, (x) the substitution of the Pledged Treasury
Securities included in such Treasury Units (if the Applicable Ownership
Interests in the Treasury Portfolio have not replaced the Applicable Ownership
Interests in Senior Notes as a component of the Corporate Units) with Senior
Notes in an aggregate principal amount equal to the aggregate principal amount
at stated maturity of the Pledged Treasury Securities, or (y) the substitution
of the Pledged Treasury Securities included in such Treasury Units (if the
Applicable Ownership Interests in the Treasury Portfolio have replaced the
Applicable Ownership Interests in Senior Notes as a component of the Corporate
Units) with Applicable Ownership Interests in the Treasury Portfolio (such that
the amount specified in clause (i) of the definition thereof equals the
aggregate principal amount at maturity of such Pledged Treasury Securities). 


          “Common Stock” means the common stock,
$0.01
par value, of the Company. 


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


          “Constituent Person” has the meaning set
forth in Section 5.04(b). 


          “Contract Adjustment Payments” means the
payments payable by the Company on the Payment Dates in respect of each
Purchase Contract, at a rate per year of 0.25% of the Stated Amount per
Purchase Contract. 


          “Corporate Trust Office” means the
office of
the Purchase Contract Agent at which, at any particular time, its corporate
trust business shall be principally administered, which office at the date
hereof is located at 101 Barclay Street - 8W New York, NY 10286 Attention:
Corporate Finance Division, Phone: 212-815-5995. 


4






          “Corporate Unit” means the collective
rights
and obligations of a Holder of a Corporate Units Certificate in respect of the
Applicable Ownership Interest in Senior Notes or the Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, subject in each case
(except that the Applicable Ownership Interest in the Treasury Portfolio as
specified in clause (ii) of the definition of such term shall not be subject to
the Pledge) to the Pledge thereof, and the related Purchase Contract. 


          “Corporate Units Certificate” means a
certificate evidencing the rights and obligations of a Holder in respect of the
number of Corporate Units specified on such certificate. 


          “Coupon Rate” has the meaning set forth
in
the Supplemental Indenture. 


          “Current Market Price” means, in respect
of
a share of Common Stock on any date of determination, the
average of the daily Closing Prices for the 20 consecutive Trading Days preceding
the earlier of the day preceding the day in question and the day before the “ex date” with
respect to the issuance or distribution requiring such computation. For
purposes of this definition, the term “ex date,” when used with respect to any
issuance or distribution, shall mean the first date on which Common Stock
trades regular way on the principal U.S. securities
exchange or quotation system on which shares of Common Stock are
listed or quoted at that time without the right to
receive such issuance or distribution. 


          “Custodial Agent” means the Person named
as
Custodial Agent in the first paragraph of this Agreement until a successor
Custodial Agent shall have become such pursuant to the applicable provisions of
this Agreement, and thereafter “Custodial Agent” shall mean the Person who is
then the Custodial Agent hereunder. 


          “Depositary” means a clearing agency
registered under Section 17A of the Exchange Act that is designated to act as
Depositary for the Units as contemplated by Sections 3.06 and 3.08. 


          “Depositary Participant” means a broker,
dealer, bank, other financial institution or other Person for whom from time to
time the Depositary effects book entry transfers and pledges of securities
deposited with the Depositary. 


          “DTC” means The Depository Trust
Company. 


          “Early Settlement” has the meaning set
forth
in Section 5.07(a). 


          “Early Settlement Amount” has the meaning
set forth in Section 5.07(b). 


          “Early Settlement Date” has the meaning
set
forth in Section 5.07(b). 


          “ERISA” means the Employee Retirement
Income
Security Act of 1974, as amended. 


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


          “Exchange Property Unit” has the meaning
set
forth in Section 5.04(b)(i).


          “Expiration Date” has the meaning set
forth
in Section 1.04(e).


          “Expiration Time” has the meaning set
forth
in Section 5.04(a)(vi). 


          “Failed Final Remarketing” has the
meaning
set forth in Section 5.02(b)(v).


5






          “Failed Remarketing” has the meaning set
forth in Section 5.02(b)(iii). 


          “Fair Market Value” means 


	
 

	
 

	
 


	
 

	
(a)

	
in the case
 of any Spin-Off that is effected simultaneously with an Initial Public
 Offering of the securities being distributed in the Spin-Off, the initial
 public offering price of those securities, and 


	
 

	
 

	
 


	
 

	
(b)

	
in the case
 of any other Spin-Off, the average of the Closing Prices of the securities
 being distributed in the Spin-Off over the first 10 Trading Days after the
 effective date of such Spin-Off. 





          “Final Remarketing Date” means the third
Business Day immediately preceding the Purchase Contract Settlement Date. 


          “First Remarketing Date” has the meaning
set
forth in the Remarketing Agreement. 


          “Fixed Settlement Rate” means the Minimum
Settlement Rate and the Maximum Settlement Rate, collectively. 


          “Global Certificate” means a Certificate
that evidences all or part of the Units and is registered in the name of the
Depositary or a nominee thereof. 


          “Holder” means, with respect to a Unit,
the
Person in whose name the Unit evidenced by a Certificate is registered in the
Security Register. 


          “Indenture” means the Indenture, dated
as of
January 20, 2006, between the Company and the Indenture Trustee (including any
provisions of the TIA that are deemed incorporated therein), as amended and
supplemented by the first supplemental indenture dated February 13, 2007 and
the Supplemental Indenture pursuant to which the Senior Notes will be issued. 


          “Indemnitees” has the meaning set forth
in
Section 7.07(c). 


          “Indenture Trustee” means The Bank of New
York, a New York banking corporation, as successor trustee to JPMorgan Chase
Bank, N.A. under the Indenture, or any successor thereto as described in the
Indenture. 


          “Initial Public Offering” means the first
time securities of the same class or type as the securities being distributed
in the Spin-Off are offered to the public for cash. 


          “Issuer Order” or “Issuer
Request” means a
written order or request signed in the name of the Company by the Chairman, a
Vice Chairman, the Chief Executive Officer, the Chief Financial Officer, the
President, any Vice President, and the Secretary or any Assistant Secretary,
the Treasurer or any Assistant Treasurer of the Company, and delivered to the
Purchase Contract Agent. 


          “Losses” has the meaning set forth in
Section 15.08(b). 


          “Make-Whole Share Amount” has the meaning
set forth in Section 5.04(b)(ii). 


          “Maximum Settlement Rate” has the meaning
set forth in Section 5.01(a)(iii). 


          “Minimum Settlement Rate” has the meaning
set forth in Section 5.01(a)(i).


6






          “Minimum Stock Price” has the meaning set
fort in Section 5.04(b)(iii)(3) 


          “NYSE” has the meaning set forth in
Section
5.01(a). 


          “Obligations” means, with respect to each
Holder, all obligations and liabilities of such Holder under such Holder’s
Purchase Contract and this Agreement or any other document made, delivered or
given in connection herewith or therewith, in each case whether on account of
principal, interest (including, without limitation, interest accruing before
and after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to such Holder, whether
or not a claim for post-filing or post-petition interest is allowed in such
proceeding), fees, indemnities, costs, expenses or otherwise (including,
without limitation, all fees and disbursements of counsel to the Company or the
Collateral Agent or the Securities Intermediary that are required to be paid by
the Holder pursuant to the terms of any of the foregoing agreements). 


          “Observation Period” means the 20
consecutive Trading Days ending on the third Trading Day immediately preceding
the applicable Settlement Date. 


          “Officers’ Certificate” means a
certificate
signed by (i) either the Chairman, Vice Chairman, Chief Executive Officer, its
President or any Vice President of the Company, and (ii) the Chief Financial
Officer, the Secretary, an Assistant Secretary or its Treasurer or an Assistant
Treasurer of the Company, and delivered to the Purchase Contract Agent. Any
Officers’ Certificate delivered with respect to compliance with a condition or
covenant provided for in this Agreement (other than the Officers’ Certificate
provided for in Section 10.05) shall include the information set forth in
Section 1.02 hereof. 


          “Opinion of Counsel” means a written
opinion
of counsel, who may be counsel to the Company (and who may be an employee of
the Company), and who shall be reasonably acceptable to the Purchase Contract
Agent. An opinion of counsel may rely on certificates as to matters of fact. 


          “Outstanding” means, as of any date of
determination, all Units evidenced by Certificates theretofore authenticated,
executed and delivered under this Agreement, except: 


	
 

	
 


	
 

	
          (i)
 all Units, if a Termination Event has occurred; 


	
 

	
 


	
 

	
          (ii)
 Units evidenced by Certificates theretofore cancelled by the Purchase
 Contract Agent or delivered to the Purchase Contract Agent for cancellation
 or deemed cancelled pursuant to the provisions of this Agreement; and 


	
 

	
 


	
 

	
          (iii)
 Units evidenced by Certificates in exchange for or in lieu of which other
 Certificates have been authenticated, executed on behalf of the Holder and
 delivered pursuant to this Agreement, other than any such Certificate in
 respect of which there shall have been presented to the Purchase Contract
 Agent proof satisfactory to it that such Certificate is held by a protected
 purchaser in whose hands the Units evidenced by such Certificate are valid
 obligations of the Company; 





provided, however,
that in determining whether the Holders of the requisite number of the Units
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Units owned by the Company or any Affiliate of the Company
shall be disregarded and deemed not to be Outstanding Units, except that, in
determining whether the Purchase Contract Agent shall be authorized and protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Units that a Responsible Officer of the Purchase
Contract Agent actually knows to be so owned shall be so disregarded. Units so
owned that have been pledged in good faith may be regarded as Outstanding Units



7






if the pledgee
establishes to the satisfaction of the Purchase Contract Agent the pledgee’s
right so to act with respect to such Units and that the pledgee is not the
Company or any Affiliate of the Company. 


          “Payment Date” means each February 17,
May
17, August 17 and November 17 of each year, commencing February 17, 2008. 


          “Permitted Investments” means any one of
the
following, in each case maturing on the Business Day following the date of
acquisition: 


	
 

	
 


	
 

	
                    (1)
 any evidence of indebtedness with an original maturity of 365 days or less
 issued, or directly and fully guaranteed or insured, by the United States of
 America or any agency or instrumentality thereof (provided that the full faith and credit of the United
 States of America is pledged in support of the timely payment thereof or such
 indebtedness constitutes a general obligation of it); 


	
 

	
 


	
 

	
                    (2)
 deposits, certificates of deposit or acceptances with an original maturity of
 365 days or less of any institution which is a member of the Federal Reserve
 System having combined capital and surplus and undivided profits of not less
 than $500 million at the time of deposit (and which may include the
 Collateral Agent); 


	
 

	
 


	
 

	
                    (3)
 investments with an original maturity of 365 days or less of any Person that
 is fully and unconditionally guaranteed by a bank referred to in clause (2); 


	
 

	
 


	
 

	
                    (4)
 repurchase agreements and reverse repurchase agreements relating to
 marketable direct obligations issued or unconditionally guaranteed by the
 United States of America or issued by any agency thereof and backed as to
 timely payment by the full faith and credit of the United States of America; 


	
 

	
 


	
 

	

                    (5)
investments in commercial paper, other than commercial paper issued by the
Company or its affiliates, of any corporation incorporated under the laws of
the United States or any State thereof, which commercial paper has a rating
at the time of purchase at least equal to “A-1” by Standard & Poor’s
Ratings Services (“S&P”) or
at least equal to “P-1” by
Moody’s Investors Service, Inc. (“Moody’s”);
and  


	
 

	
 


	
 

	
                    (6)
 investments in money market funds (including, but not limited to, money
 market funds managed by the Collateral Agent or an affiliate of the
 Collateral Agent) registered under the Investment Company Act of 1940, as
 amended, rated in the highest applicable rating category by S&P or Moody’s.
 





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


          “Plan” means an employee benefit plan
that
is subject to ERISA, a plan or individual retirement account that is subject to
Section 4975 of the Code or any entity whose assets are considered assets of
any such plan. 


          “Pledge” means the lien and security
interest in the Collateral created by this Agreement. 


8







          “Pledged Applicable Ownership Interests in Senior
Notes”
means the Applicable Ownership Interests in Senior Notes and security
entitlements with respect thereto from time to time credited to the Collateral
Account and not then released from the Pledge. 


          “Pledged Applicable Ownership Interests in the
Treasury
Portfolio” means the
Applicable Ownership Interests in the Treasury Portfolio (as specified in
clause (i) of the definition thereof) and security entitlements with respect
thereto from time to time credited to the Collateral Account and not then
released from the Pledge. 


          “Pledged Securities” means the Pledged
Applicable Ownership
Interests in Senior Notes, the Pledged Applicable Ownership Interests in the
Treasury Portfolio and the Pledged Treasury Securities, collectively. 


          “Pledged Treasury Securities” means
Treasury
Securities and security entitlements with respect thereto from time to time
credited to the Collateral Account and not then released from the Pledge. 


          “Pledge Indemnitees” has the meaning set
forth in Section 15.08(b). 


          “Predecessor Certificate” means a
Predecessor Corporate Units Certificate or a Predecessor Treasury Units
Certificate. 


          “Predecessor Corporate Units
Certificate” of
any particular Corporate Units Certificate means every previous Corporate Units
Certificate evidencing all or a portion of the rights and obligations of the
Company and the Holder under the Corporate Units evidenced thereby; and, for
the purposes of this definition, any Corporate Units Certificate authenticated
and delivered under Section 3.10 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Corporate Units Certificate shall be deemed to
evidence the same rights and obligations of the Company and the Holder as the
mutilated, destroyed, lost or stolen Corporate Units Certificate. 


          “Predecessor Treasury Units Certificate”
of
any particular Treasury Units Certificate means every previous Treasury Units
Certificate evidencing all or a portion of the rights and obligations of the
Company and the Holder under the Treasury Units evidenced thereby; and, for the
purposes of this definition, any Treasury Units Certificate authenticated and
delivered under Section 3.10 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Treasury Units Certificate shall be deemed to
evidence the same rights and obligations of the Company and the Holder as the
mutilated, destroyed, lost or stolen Treasury Units Certificate. 


          “Pro Rata” shall mean pro rata to each
Holder according to the aggregate Stated Amount of the Units held by such
Holder in relation to the aggregate Stated Amount of all Units outstanding. 


          “Proceeds” has the meaning ascribed
thereto in the UCC and includes, without
limitation, all interest, dividends, cash, instruments, securities, financial
assets and other property received, receivable or otherwise distributed upon
the sale (including, without limitation, any Remarketing), exchange, collection
or disposition of any financial assets from time to time credited to the
Collateral Account. 


          “Prospectus” means the prospectus
relating
to the delivery of shares or any securities in connection with an Early
Settlement pursuant to Section 5.07 or a Cash Merger Early Settlement of
Purchase Contracts pursuant to Section 5.04(b)(ii), in the form in which first
filed, or transmitted for filing, with the Securities and Exchange Commission
after the effective date of the Registration Statement pursuant to Rule 424(b)
under the Securities Act, including the documents incorporated by reference
therein as of the date of such Prospectus. 


9






          “Purchase Contract” means, with respect
to
any Unit, the contract forming a part of such Unit and obligating the Company
to (i) sell, and the Holder of such Unit to purchase, shares of Common Stock
equal to the applicable Settlement Rate and (ii) pay to the Holder thereof
Contract Adjustment Payments, in each case on the terms and subject to the
conditions set forth in Article 5 hereof. 


          “Purchase Contract Agent” means the
Person
named as the “Purchase Contract Agent” in the first paragraph of this Agreement
until a successor Purchase Contract Agent shall have become such pursuant to
the applicable provisions of this Agreement, and thereafter “Purchase Contract
Agent” shall mean such Person or any subsequent successor who is appointed
pursuant to this Agreement. 


          “Purchase Contract Settlement Date”means
November 17, 2010. 


          “Purchase Contract Settlement Fund” has
the
meaning set forth in Section 5.03.


          “Purchase Price” has the meaning set
forth
in Section 5.01(a).


          “Purchased Shares”has the meaning set
forth in Section 5.04(a)(vi).


          “Put Right” has the meaning set forth in
Section 8.05(a) of the Supplemental Indenture.


          “Quotation Agent” has the meaning set
forth
in the Supplemental Indenture. 


          “Record Date” for any distribution,
including any Contract Adjustment Payment, payable on any Payment Date means
the first day of the calendar month in which the relevant Payment Date falls. 


          “Redemption Amount” has the meaning set
forth in the Supplemental Indenture. 


          “Redemption Price” has the meaning set
forth
in clause (i) of the definition of such term in the Supplemental Indenture. 


          “Reference Price” has the meaning set
forth
in Section 5.01(a)(ii). 


          “Registration Statement” means a
registration statement under the Securities Act prepared by the Company
covering, inter alia, the delivery by the Company of any securities in
connection with an Early Settlement on the Early Settlement Date or a Cash
Merger Early Settlement of Purchase Contracts on the Cash Merger Early
Settlement Date under Section 5.04(b)(ii), including all exhibits thereto and
the documents incorporated by reference in the prospectus contained in such
registration statement, and any post-effective amendments thereto. 


          “Remarketing” has the meaning set forth
in the Remarketing Agreement. 


          “Remarketing Agents” has the meaning set
forth in Section 1.01 of the Supplemental Indenture. 


          “Remarketing Agreement” has the meaning
set
forth in Section 1.01 of the Supplemental Indenture. 


          “Remarketing Date” means any of the
Business
Days beginning on the First Remarketing Date to and including the Final
Remarketing Date. 


          “Remarketing Fee” has the meaning set
forth
in the Remarketing Agreement. 


          “Remarketing Notice” has the meaning set
forth in Section 5.02(b)(i).


10






          “Remarketing Period” means the period
commencing on, and including, the First Remarketing Date and ending on, and
including, the earlier of (i) the Final Remarketing Date and (ii) the day on
which a Successful Remarketing takes place. 


          “Remarketing Price” has the meaning set
forth in Section 5.02(b)(iii). 


          “Reorganization
Event” means: 


	
 

	
 

	
 


	
 

	
(i)

	
any
 consolidation or merger of the Company with or into another Person or of
 another Person with or into the Company; or 


	
 

	
 

	
 


	
 

	
(ii)

	
any sale,
 transfer, lease or conveyance to another Person of the property of the
 Company as an entirety or substantially as an entirety; or 


	
 

	
 

	
 


	
 

	
(iii)

	
any
 statutory share exchange of the Company with another Person (other than in
 connection with a merger or acquisition); or 


	
 

	
 

	
 


	
 

	
(iv)

	
any
 liquidation, dissolution or termination of the Company (other than as a
 result of or after the occurrence of a Termination Event). 





          “Reset Rate” has the meaning set forth in
the Remarketing Agreement. 


          “Responsible Officer” means, when used
with
respect to the Purchase Contract Agent, any officer of the Purchase Contract
Agent within the Corporate Trust Division--Corporate Finance Unit (or any
successor unit, department or division of the Purchase Contract Agent) located
at the Corporate Trust Office of the Purchase Contract Agent who has direct
responsibility for the administration of the Agreement and for the purposes of
Section 7.03(a), also means, with respect to a particular corporate trust
matter, any other officer, trust officer or person performing similar functions
to whom such matter is referred because of his or her knowledge of and
familiarity of the particular subject. 


          “Rights” has the meaning set forth in
Section 5.04(a)(x). 


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


          “Securities Intermediary” means the
Person
named as Securities Intermediary in the first paragraph of this Agreement until
a successor Securities Intermediary shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter “Securities
Intermediary” shall mean such successor or any subsequent successor. 


          “Security Register” and
“Securities Registrar” have the respective
meanings set forth in Section 3.05. 


          “Senior Indebtedness” means indebtedness
of
any kind of the Company unless the instrument under which such indebtedness is
incurred expressly provides that it is on a parity in right of payment with or
subordinate in right of payment to the Contract Adjustment Payments. 


          “Senior Notes” means the series of notes
designated the 7.50% Senior Notes due 2015 of the Company. 


11






          “Separate Senior Notes” means Senior
Notes
that have been released from the Pledge following Collateral Substitution and
therefore no longer underlie Corporate Units. 


          “Settlement Date” means, as applicable,
the
Purchase Contract Settlement Date, the Early Settlement Date or the Cash Merger
Early Settlement Date. 


          “Settlement Rate” has the meaning set
forth
in Section 5.01(a). 


          “Special Event” has the meaning set
forth in
the Supplemental Indenture. 


          “Special Event Redemption” has the
meaning
set forth in the Supplemental Indenture. 


          “Special Event Redemption Date” has the
meaning set forth in the Supplemental Indenture. 


          “Spin-Off”
means payment of a dividend or distribution on the Common Stock of shares of
capital stock of any class or series, or similar equity interests, of or
relating to a subsidiary or other business unit of the Company. 


          “Stated Amount” means $25. 


          “Successful Remarketing” has the meaning
set
forth in Section 5.02(b)(iv). 


          “Supplemental Indenture” means the Second
Supplemental Indenture dated as of the date hereof between the Company and the
Indenture Trustee pursuant to which the Senior Notes are issued. 


          “Tax Event” has the meaning set forth in
the
Supplemental Indenture. 


          “Termination Date” means the date, if
any,
on which a Termination Event occurs. 


          “Termination Event” means the occurrence
of
any of the following events: 


	
 

	
 

	
 


	
 

	
(i)

	
at any time
 on or prior to the Purchase Contract Settlement Date, a decree or order by a
 court having jurisdiction in the premises shall have been entered adjudging
 the Company a bankrupt or insolvent, or approving as properly filed a
 petition seeking reorganization of the Company under the Bankruptcy Code or
 any other similar applicable Federal or state law and if such judgment,
 decree or order shall have been entered more than 60 days prior to the
 Purchase Contract Settlement Date, such decree or order shall have continued
 undischarged and unstayed for a period of 60 days; 


	
 

	
 

	
 


	
 

	
(ii)

	
at any time
 on or prior to the Purchase Contract Settlement Date, a decree or order of a
 court having jurisdiction in the premises for the appointment of a receiver
 or liquidator or trustee or assignee (or other similar official) in
 bankruptcy or insolvency of the Company or of all or substantially all of its
 property, or for the winding up or liquidation of its affairs, shall have
 been entered and if such decree or order shall have been entered more than 60
 days prior to the Purchase Contract Settlement Date, such judgment, decree or
 order shall have continued undischarged and unstayed for a period of 60 days;
 or 





12







	
 

	
 

	
 


	
 

	
(iii)

	
at any time
 on or prior to the Purchase Contract Settlement Date, the Company shall
 institute proceedings to be adjudicated a voluntary bankrupt, or shall
 consent to the filing of a bankruptcy proceeding against it, or shall file a
 petition or answer or consent seeking reorganization under the Bankruptcy
 Code or any other similar applicable Federal or state law, or shall consent
 to the filing of any such petition, or shall consent to the appointment of a
 receiver or liquidator or trustee or assignee (or other similar official) in
 bankruptcy or insolvency of it or of its property, or shall make an
 assignment for the benefit of creditors, or shall admit in writing its
 inability to pay its debts generally as they become due.





          “Threshold Appreciation Price” has the
meaning
set forth in Section 5.01(a)(i). 


          “TIA” means the Trust Indenture Act of
1939,
as amended from time to time, or any successor legislation. 


          “TRADES” means
the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve
Bank of New York pursuant to the TRADES Regulations. 


          “TRADES Regulations” means the
regulations
of the United States Department of the Treasury, published at 31 C.F.R. Part
357, as amended from time to time. Unless otherwise defined herein, all terms
defined in the TRADES Regulations are used herein as therein defined. 


          “Trading Day” has the meaning set forth
in
Section 5.01(a). 


          “Transfer” means (i) in the case of
certificated securities in registered form, delivery as provided in Section
8-301(a) of the UCC, indorsed to the transferee or in blank by an effective
endorsement; (ii) in the case of Treasury Securities, registration of the
transferee as the owner of such Treasury Securities on TRADES; and (iii) in the
case of security entitlements, including, without limitation, security
entitlements with respect to Treasury Securities, a securities intermediary
indicating by book entry that such security entitlement has been credited to
the transferee’s securities account. 


          “Treasury Portfolio” has the meaning set
forth in the Supplemental Indenture. 


          “Treasury Portfolio Purchase Price” has
the
meaning set forth in the Supplemental Indenture. 


          “Treasury Securities” means zero-coupon
U.S.
treasury securities that mature on November 15, 2010 (CUSIP No. 912820MJ3). 


          “Treasury Unit” means, following the
substitution of Treasury Securities for Pledged Applicable Ownership Interests
in Senior Notes or Pledged Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, as collateral to secure a Holder’s obligations
under the Purchase Contract, the collective rights and obligations of a Holder
of a Treasury Units Certificate in respect of such Treasury Securities, subject
to the Pledge thereof, and the related Purchase Contract. 


          “Treasury Units Certificate” means a
certificate evidencing the rights and obligations of a Holder in respect of the
number of Treasury Units specified on such certificate. 


          “UCC” means the Uniform Commercial Code
as
in effect in the State of New York from time to time. 


13






          “Underwriters” means the underwriters
identified in Schedule I of the Underwriting Agreement, for whom Morgan Stanley
& Co. Incorporated and Citigroup Global Markets Inc. act as
representatives. 


          “Underwriting Agreement” means the
Underwriting Agreement dated as of October 17, 2007 among the Company and
Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc., as
representatives of the Underwriters identified in Schedule I thereto. 


          “Unit” means a Corporate Unit or a
Treasury
Unit, as the case may be. 


          “Value” means, with respect to any item
of
Collateral on any date, as to (1) Cash, the amount thereof, (2) Treasury Securities,
the aggregate principal amount thereof at maturity, (3) Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of the
definition of such term), the appropriate aggregate percentage of the aggregate
principal amount at maturity of the Treasury Portfolio and (4) Applicable
Ownership Interests in Senior Notes, the appropriate aggregate principal amount
of the underlying Senior Notes. 


          “Vice President” means any vice
president,
whether or not designated by a number or a word or words added before or after
the title “vice president.” 


          Section
1.02 Compliance Certificates and Opinions.
Except as otherwise expressly provided by this Agreement, upon any application
or request by the Company to the Purchase Contract Agent to take any action in
accordance with any provision of this Agreement, the Company shall furnish to
the Purchase Contract Agent an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and, if requested by the Purchase
Contract Agent, an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Agreement
relating to such particular application or request, no additional certificate
or opinion need be furnished. 


          Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Agreement (other than the Officers’ Certificate provided
for in Section 10.05) shall include: 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          Section
1.03 Form of Documents Delivered to Purchase
Contract Agent. 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 


14






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 its 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 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
Agreement, they may, but need not, be consolidated and form one instrument. 


          Section
1.04 Acts of Holders; Record Dates.
(a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Agreement to be given 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 are delivered to the
Purchase Contract Agent 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 Agreement
and (subject to Section 7.01) conclusive in favor of the Purchase Contract
Agent 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 in any manner that the Purchase Contract Agent deems
sufficient. 


                    (c)
The ownership of Units shall be proved by the Security Register. 


                    (d)
Any request, demand, authorization, direction, notice, consent, waiver or other
Act of the Holder of any Unit shall bind every future Holder of the same Unit
and the Holder of every Certificate evidencing such Unit 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 Purchase
Contract Agent or the Company in reliance thereon, whether or not notation of
such action is made upon such Certificate. 


                    (e)
The Company may set any date as a record date for the purpose of determining
the Holders of Outstanding Units entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Agreement to be given, made or taken by Holders.
If any record date is set pursuant to this paragraph, the Holders of the
Outstanding Corporate Units and the Outstanding Treasury Units, as the case may
be, on such record date, and no other Holders, shall be entitled to take the
relevant action with respect to the Corporate Units or the Treasury Units, as
the case may be, whether or not such Holders remain Holders after such record
date; provided that no such
action shall be effective hereunder unless taken prior to or on the applicable
Expiration Date by Holders of the requisite number of Outstanding Units on such
record date. Nothing contained 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 be of no effect), and nothing contained in this paragraph shall
be construed to render ineffective any action taken 


15






by Holders of
the requisite number of Outstanding Units 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 Purchase
Contract Agent in writing and to each Holder in the manner set forth in Section
1.06. 


          With
respect to any record date set pursuant to this Section 1.04(e), the Company
may designate any date as the “Expiration
Date” and from time to time may change the Expiration Date to any
later day; provided that no such
change shall be effective unless notice of the proposed new Expiration Date is
given to the Purchase Contract Agent in writing, and to each Holder in the
manner set forth in Section 1.06, prior to or on the existing Expiration Date.
If an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the Company 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. 


          Section
1.05 Notices. All notices,
requests, consents and other communications provided for herein (including,
without limitation, any modifications of, or waivers or consents under, this
Agreement) shall be given or made in writing (including, without limitation, by
telecopy) delivered to the intended recipient at the “Address for Notices” specified below its
name on the signature pages hereof or, as to any party, at such other address
as shall be designated by such party in a notice to the other parties. Except
as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopier or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid. 


          The
Purchase Contract Agent shall send to the Indenture Trustee at the following
address a copy of any notices in the form of Exhibits C, D, E, G, I or K it
sends or receives: 


	
 

	
 


	
 

	
The Bank of
 New York

 101 Barclay Street, 8W

 New York, NY 10286 

 Attention: Corporate Finance Division

 Tel: 212-815-5995

 Fax: 212-815-5704 





          Section
1.06 Notice to Holders; Waiver.
Where this Agreement 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 its address as it appears in the Security 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. Where this Agreement 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
Purchase Contract Agent, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver. 


          In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Purchase Contract Agent
shall constitute a sufficient notification for every purpose hereunder. 


16






          Section
1.07 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
1.08 Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the Company, the Purchase Contract Agent, the
Collateral Agent, the Custodial Agent and the Securities Intermediary, and the
Holders from time to time of the Units, by their acceptance of the same, shall
be deemed to have agreed to be bound by the provisions hereof and to have
ratified the agreements of, and the grant of the Pledge hereunder by, the
Purchase Contract Agent. 


          Section
1.09 Separability Clause. In case
any provision in this Agreement or in the Units shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions hereof and thereof shall not in any way be affected or impaired
thereby. 


          Section
1.10 Benefits of Agreement.
Nothing contained in this Agreement or in the Units, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder and, to the extent provided hereby, the Holders, any benefits or any
legal or equitable right, remedy or claim under this Agreement. The Holders
from time to time shall be beneficiaries of this Agreement and shall be bound
by all of the terms and conditions hereof and of the Units evidenced by their
Certificates by their acceptance of delivery of such Certificates. 


          Section
1.11 Governing Law. THIS
AGREEMENT AND THE UNITS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND PERFORMED
WHOLLY WITHIN SUCH STATE. The Company, the Collateral Agent, the Custodial
Agent, the Securities Intermediary and the Holders from time to time of the
Units, acting through the Purchase Contract Agent as their attorney-in-fact,
hereby submit to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York and of any New York state court
sitting in New York City for the purposes of all legal proceedings arising out
of or relating to this Agreement or the transactions contemplated hereby. The
Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the Holders from time to time of the Units, acting through the Purchase
Contract Agent as their attorney-in-fact, irrevocably waive, to the fullest
extent permitted by applicable law, any objection which they may now or
hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum. 


          Section
1.12 Legal Holidays. In any case
where any Payment Date shall not be a Business Day (notwithstanding any other
provision of this Agreement or the Units), the interest payment on the Senior
Notes, Contract Adjustment Payments and other distributions shall not be paid
on such date, but the interest payment on the Senior Notes, Contract Adjustment
Payments and other distributions shall be paid on the next succeeding Business
Day, with the same force and effect as if made on such scheduled Payment Date; provided that no interest shall accrue or
be payable by the Company or to any Holder in respect of such delay. 


          In
any case where the Purchase Contract Settlement Date or any Early Settlement
Date or Cash Merger Early Settlement Date shall not be a Business Day
(notwithstanding any other provision of this Agreement or the Units), Purchase
Contracts shall not be performed and Early Settlement and Cash Merger Early
Settlement shall not be effected on such date, but Purchase Contracts shall be
performed or Early Settlement or Cash Merger Early Settlement shall be
effected, as applicable, on the next succeeding Business Day with the same
force and effect as if made on such Purchase Contract Settlement Date, Early
Settlement Date or Cash Merger Early Settlement Date, as applicable. 


17






          Section
1.13 Counterparts. This Agreement
may be executed in any number of counterparts by the parties hereto, each of
which, when so executed and delivered, shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument. 


          Section
1.14 Inspection of Agreement. A
copy of this Agreement shall be available at all reasonable times during normal
business hours at the Corporate Trust Office for inspection by any Holder or
Beneficial Owner. 


          Section
1.15 Appointment of Financial Institution as
Agent for the Company. The Company may appoint a financial
institution (which may be the Collateral Agent) to act as its agent in
performing its obligations and in accepting and enforcing performance of the
obligations of the Purchase Contract Agent and the Holders, under this
Agreement and the Purchase Contracts, by giving notice of such appointment in
the manner provided in Section 1.05 hereof. Any such appointment shall not
relieve the Company in any way from its obligations hereunder. 


          Section
1.16 No Waiver. No failure on the
part of the Company, the Purchase Contract Agent, the Collateral Agent, the
Custodial Agent, the Securities Intermediary or any of their respective agents
to exercise, and no course of dealing with respect to, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Company, the
Collateral Agent, the Custodial Agent, the Securities Intermediary or any of
their respective agents of any right, power or remedy hereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. The remedies herein are cumulative and are not exclusive of any
remedies provided by law. 


ARTICLE 2


CERTIFICATE FORMS


          Section
2.01 Forms of Certificates Generally.
The Certificates (including the form of Purchase Contract forming part of each
Unit evidenced thereby) shall be in substantially the form set forth in Exhibit
A hereto (in the case of Corporate Units Certificates) or Exhibit B hereto (in
the case of Treasury Units Certificates), with such letters, numbers or other
marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as may be required by the rules of
any securities exchange on which the Units are listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of
the Company executing such Certificates, as evidenced by their execution of the
Certificates. 


          The
definitive Certificates shall be produced in any manner as determined by the
officers of the Company executing the Units evidenced by such Certificates,
consistent with the provisions of this Agreement, as evidenced by their
execution thereof. 


          Every
Global Certificate authenticated, executed on behalf of the Holders and
delivered hereunder shall bear a legend substantially in the form set forth in
Exhibit A and Exhibit B for a Global Certificate. 


          Section
2.02 Form of Purchase Contract Agent’s
Certificate of Authentication. The form of the Purchase Contract
Agent’s certificate of authentication of the Units shall be in substantially
the form set forth on the form of the applicable Certificates. 


18






ARTICLE 3


THE UNITS


          Section
3.01 Amount; Form and Denominations.
The aggregate number of Units evidenced by Certificates authenticated, executed
on behalf of the Holders and delivered hereunder is limited to 24,000,000, or
27,600,000 Units if the Underwriters exercise their over-allotment option in
full, except for Certificates authenticated, executed and delivered upon
registration of transfer of, in exchange for, or in lieu of, other Certificates
pursuant to Section 3.04, Section 3.05, Section 3.10, Section 3.13, Section
3.14 or Section 8.05. 


          The
Certificates shall be issuable only in registered form and only in denominations
of a single Corporate Unit or Treasury Unit and any integral multiple thereof. 


          Section
3.02 Rights and Obligations Evidenced by the
Certificates. Each Corporate Units Certificate shall evidence the
number of Corporate Units specified therein, with each such Corporate Unit
representing (1) the ownership by the Holder thereof of an Applicable Ownership
Interest in Senior Notes or an Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, subject to the Pledge of such Applicable
Ownership Interest in Senior Note or Applicable Ownership Interest in the
Treasury Portfolio (as specified in clause (i) of the definition of such term),
as the case may be, by such Holder pursuant to this Agreement, and (2) the
rights and obligations of the Holder thereof and the Company under one Purchase
Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact
for, and on behalf of, the Holder of each Corporate Unit, to pledge, pursuant
to Article 11 hereof, the Applicable Ownership Interest in Senior Notes, or the
Applicable Ownership Interest in the Treasury Portfolio (as specified in clause
(i) of the definition of such term) forming a part of such Corporate Unit, to
the Collateral Agent for the benefit of the Company, and to grant to the
Collateral Agent, for the benefit of the Company, a security interest in the
right, title and interest of such Holder in such Applicable Ownership Interest
in Senior Notes or Applicable Ownership Interest in the Treasury Portfolio (as
specified in clause (i) of the definition of such term) to secure the
obligation of the Holder under each Purchase Contract to purchase shares of
Common Stock. To effect such Pledge and grant such security interest, the
Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the
date hereof, delivered to the Collateral Agent the Senior Notes underlying the
Applicable Ownership Interests in Senior Notes. 


          Upon
the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit
Certificate shall evidence the number of Treasury Units specified therein, with
each such Treasury Unit representing (1) the ownership by the Holder thereof of
a 1/40 or 2.5% undivided beneficial interest in a Treasury Security with a
principal amount equal to $1,000, subject to the Pledge of such interest by
such Holder pursuant to this Agreement, and (2) the rights and obligations of
the Holder thereof and the Company under one Purchase Contract. The Purchase
Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of,
the Holder of each Treasury Unit, to pledge, pursuant to Article 11 hereof,
such Holder’s interest in the Treasury Security forming a part of such Treasury
Unit to the Collateral Agent, for the benefit of the Company, and to grant to
the Collateral Agent, for the benefit of the Company, a security interest in
the right, title and interest of such Holder in such Treasury Security to
secure the obligation of the Holder under each Purchase Contract to purchase
shares of Common Stock. 


          Prior
to the purchase of shares of Common Stock under each Purchase Contract, such
Purchase Contract shall not entitle the Holder of a Unit to any of the rights
of a holder of shares of Common Stock, including, without limitation, the right
to vote or receive any dividends or other payments or to consent or to receive
notice as a shareholder in respect of the meetings of shareholders or for the
election of directors of the Company or for any other matter, or any other
rights whatsoever as a shareholder of the Company.


19






          Section
3.03 Execution, Authentication, Delivery and
Dating. Subject to the provisions of Section 3.13 and Section 3.14
hereof, upon the execution and delivery of this Agreement, and at any time and
from time to time thereafter, the Company may deliver Certificates executed by
the Company to the Purchase Contract Agent for authentication, execution on
behalf of the Holders and delivery, together with its Issuer Order for
authentication of such Certificates, and the Purchase Contract Agent in
accordance with such Issuer Order shall authenticate, execute on behalf of the
Holders and deliver such Certificates. 


          The
Certificates shall be executed on behalf of the Company by its Chairman of the
Board of Directors, a Vice Chairman, its Chief Executive Officer, its Chief
Financial Officer, its President, its Treasurer or a Vice President. The
signature of any of these officers on the Certificates may be manual or
facsimile. 


          Certificates
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 Certificates or did not hold such offices
at the date of such Certificates. 


          No
Purchase Contract evidenced by a Certificate shall be valid until such
Certificate has been executed on behalf of the Holder by the manual signature
of an authorized officer of the Purchase Contract Agent, as such Holder’s
attorney-in-fact. Such signature by an authorized officer of the Purchase
Contract Agent shall be conclusive evidence that the Holder of such Certificate
has entered into the Purchase Contracts evidenced by such Certificate. 


          Each
Certificate shall be dated the date of its authentication. 


          No
Certificate shall be entitled to any benefit under this Agreement or be valid
or obligatory for any purpose unless there appears on such Certificate a
certificate of authentication substantially in the form provided for herein
executed by an authorized officer of the Purchase Contract Agent by manual
signature, and such certificate of authentication upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. 


          Section
3.04 Temporary Certificates.
Pending the preparation of definitive Certificates, the Company may execute and
deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holders, and deliver, in lieu of such
definitive Certificates, temporary Certificates which are in substantially the
form set forth in Exhibit A or Exhibit B hereto, as the case may be, with such
letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as may be
required by the rules of any securities exchange on which the Corporate Units
or Treasury Units, as the case may be, are listed, or as may, consistently
herewith, be determined by the officers of the Company executing such
Certificates, as evidenced by their execution of the Certificates. 


          If
temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation
of definitive Certificates, the temporary Certificates shall be exchangeable
for definitive Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, one or more definitive
Certificates of like tenor and denominations and evidencing a like number of
Units as the temporary Certificate or Certificates so 


20






surrendered.
Until so exchanged, the temporary Certificates shall in all respects evidence
the same benefits and the same obligations with respect to the Units evidenced
thereby as definitive Certificates. 


          Section
3.05 Registration; Registration of Transfer
and Exchange. The Purchase Contract Agent shall keep at the
Corporate Trust Office a register (the “Security
Register”) in which, subject to such reasonable regulations as it
may prescribe, the Purchase Contract Agent shall provide for the registration
of Certificates and of transfers of Certificates (the Purchase Contract Agent,
in such capacity, the “Security Registrar”).
The Security Registrar shall record separately the registration and transfer of
the Certificates evidencing Corporate Units and Treasury Units. 


          Upon
surrender for registration of transfer of any Certificate at the Corporate
Trust Office, the Company shall execute and deliver to the Purchase Contract
Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of
the designated transferee or transferees, and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of any
authorized denominations, of like tenor, and evidencing a like number of
Corporate Units or Treasury Units, as the case may be. 


          At
the option of the Holder, Certificates may be exchanged for other Certificates,
of any authorized denominations and evidencing a like number of Corporate Units
or Treasury Units, as the case may be, upon surrender of the Certificates to be
exchanged at the Corporate Trust Office. Whenever any Certificates are so
surrendered for exchange, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the Holder, and deliver the Certificates which the Holder making the
exchange is entitled to receive. 


          All
Certificates issued upon any registration of transfer or exchange of a
Certificate shall evidence the ownership of the same number of Corporate Units
or Treasury Units, as the case may be, and be entitled to the same benefits and
subject to the same obligations under this Agreement as the Corporate Units or
Treasury Units, as the case may be, evidenced by the Certificate surrendered
upon such registration of transfer or exchange. 


          Every
Certificate presented or surrendered for registration of transfer or exchange
shall (if so required by the Purchase Contract Agent) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Purchase Contract Agent duly executed by the Holder thereof or
its attorney duly authorized in writing. 


          No
service charge shall be made for any registration of transfer or exchange of a
Certificate, but the Company and the Purchase Contract Agent may require
payment from the Holder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Certificates, other than any exchanges pursuant to
Section 3.04, Section 3.05(ii) and Section 8.05 not involving any transfer. 


          Notwithstanding
the foregoing, the Company shall not be obligated to execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated
to authenticate, execute on behalf of the Holder and deliver any Certificate in
exchange for any other Certificate presented or surrendered for registration of
transfer or for exchange on or after the Business Day immediately preceding the
earliest to occur of any Early Settlement Date with respect to such
Certificate, any Cash Merger Early Settlement Date with respect to such
Certificate, the Purchase Contract Settlement Date or the Termination Date. In
lieu of delivery of a new Certificate, upon satisfaction of the applicable
conditions specified above in this Section and receipt of appropriate
registration or transfer instructions from such Holder, the Purchase Contract
Agent shall: 


21







	
 

	
 


	
 

	
                    (i)
 if the Purchase Contract Settlement Date (including upon any Cash Settlement)
 or an Early Settlement Date or a Cash Merger Early Settlement Date with
 respect to such other Certificate (or portion thereof) has occurred, deliver
 the shares of Common Stock issuable in respect of the Purchase Contracts
 forming a part of the Units evidenced by such other Certificate (or portion
 thereof); or 


	
 

	
 


	
 

	
                    (ii)
 if a Termination Event, Early Settlement, or Cash Merger Early Settlement
 shall have occurred prior to the Purchase Contract Settlement Date, or a Cash
 Settlement shall have occurred, transfer the Senior Notes, the Treasury
 Securities, or the Applicable Ownership Interests in the Treasury Portfolio,
 as the case may be, underlying such Certificate, in each case subject to the
 applicable conditions and in accordance with the applicable provisions of
 Section 3.15 and Article 5 hereof. 





          Section
3.06 Book-entry Interests. The
Certificates will be issued in the form of one or more fully registered Global
Certificates, to be delivered to the Depositary or its custodian by, or on
behalf of, the Company. The Company hereby designates DTC as the initial
Depositary. Such Global Certificates shall initially be registered on the
Security Register in the name of Cede & Co., the nominee of the Depositary,
and no Beneficial Owner will receive a definitive Certificate representing such
Beneficial Owner’s interest in such Global Certificate, except as provided in
Section 3.09. The Purchase Contract Agent shall enter into an agreement with
the Depositary if so requested by the Company. Following the issuance of such
Global Certificates and unless and until definitive, and fully registered
Certificates have been issued to Beneficial Owners pursuant to Section 3.09: 


	
 

	
 


	
 

	
                    (i)
 the provisions of this Section 3.06 shall be in full force and effect; 


	
 

	
 


	
 

	
                    (ii)
 the Company shall be entitled to deal with the Depositary for all purposes of
 this Agreement (including, without limitation, making Contract Adjustment
 Payments and receiving approvals, votes or consents hereunder) as the Holder
 of the Units and the sole holder of the Global Certificates and shall have no
 obligation to the Beneficial Owners; provided
 that a Beneficial Owner may directly enforce against the Company, without any
 consent, proxy, waiver or involvement of the Depositary of any kind, such
 Beneficial Owner’s right to receive a definitive Certificate representing the
 Units beneficially owned by such Beneficial Owner, as set forth in Section
 3.09; 


	
 

	
 


	
 

	
                    (iii)
 to the extent that the provisions of this Section 3.06 conflict with any
 other provisions of this Agreement, the provisions of this Section 3.06 shall
 control; and 


	
 

	
 


	
 

	
                    (iv)
 except as set forth in the proviso of clause (ii) of this Section 3.06, the
 rights of the Beneficial Owners shall be exercised only through the
 Depositary and shall be limited to those established by law and agreements
 between such Beneficial Owners and the Depositary or the Depositary
 Participants. The Depositary will make book-entry transfers among Depositary
 Participants and receive and transmit payments of Contract Adjustment
 Payments to such Depositary Participants. 





Transfers of
securities evidenced by Global Certificates shall be made through the
facilities of the Depositary, and any cancellation of, or increase or decrease
in the number of, such securities (including the creation of Treasury Units and
the recreation of Corporate Units pursuant to Section 3.13 and Section 


22






3.14
respectively) shall be accomplished by making appropriate annotations on the
Schedule of Increases and Decreases set forth in such Global Certificate. 


          Section
3.07 Notices to Holders. Whenever
a notice or other communication to the Holders is required to be given under
this Agreement, the Company or the Company’s agent shall give such notices and
communications to the Holders and, with respect to any Units registered in the
name of the Depositary or the nominee of the Depositary, the Company or the
Company’s agent shall, except as set forth herein, have no obligations to the
Beneficial Owners. 


          Section
3.08 Appointment of Successor Depositary.
If the Depositary elects to discontinue its services as securities depositary
with respect to the Units, the Company may, in its sole discretion, appoint a
successor Depositary with respect to the Units. 


          Section
3.09 Definitive Certificates. 


          If:



	
 

	
 


	
 

	
                    (i)
 the Depositary notifies the Company that it is unwilling or unable to
 continue its services as securities depositary with respect to the Units and
 no successor Depositary has been appointed pursuant to Section 3.08 within 90
 days after such notice; 


	
 

	
 


	
 

	
                    (ii)
 the Depositary ceases to be a “clearing agency” registered under Section 17A
 of the Exchange Act when the Depositary is required to be so registered to
 act as the Depositary and so notifies the Company, and no successor
 Depositary has been appointed pursuant to Section 3.08 within 90 days after
 such notice; 


	
 

	
 


	
 

	
                    (iii)
 to the extent permitted by the Depositary, the Company determines at any time
 that the Units shall no longer be represented by Global Certificates and
 shall inform such Depositary of such determination and participants in such
 Depository elect to withdraw their beneficial interests in the Units from
 such Depository, following notification by the Depository of their right to
 do so; or 


	
 

	
 


	
 

	
                    (iv)
 a Beneficial Owner requests to exchange such Beneficial Owner’s interest in
 the Global Certificates for definitive Certificates in order to exercise or
 enforce such Beneficial Owner’s rights under the Units represented by such
 Global Certificates; 





then (x)
definitive Certificates shall be prepared by the Company with respect to such
Units and delivered to the Purchase Contract Agent and (y) upon surrender of
the Global Certificates representing the Units by the Depositary, accompanied
by registration instructions (other than in the case of clause (iv) above), the
Company shall cause definitive Certificates to be delivered to Beneficial
Owners in accordance with instructions provided by the Depositary. The Company
and the Purchase Contract Agent shall not be liable for any delay in delivery
of such instructions and may conclusively rely on and shall be authorized and
protected in relying on, such instructions. Each definitive Certificate so
delivered shall evidence Units of the same kind and tenor as the Global
Certificate so surrendered in respect thereof. 


          Section
3.10 Mutilated, Destroyed, Lost and Stolen
Certificates. If any mutilated Certificate is surrendered to the
Purchase Contract Agent, the Company shall execute and deliver to the Purchase
Contract Agent, and the Purchase Contract Agent shall authenticate, execute on
behalf of the Holder, and 


23






deliver in
exchange therefor, a new Certificate, evidencing the same number of Corporate
Units or Treasury Units, as the case may be, and bearing a Certificate number
not contemporaneously outstanding. 


          If
there shall be delivered to the Company and the Purchase Contract Agent (i)
evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) such security or indemnity as may be required by them to
hold each of them and any agent of any of them harmless, then, in the absence
of notice to the Company or the Purchase Contract Agent that such Certificate
has been acquired by a protected purchaser, the Company shall execute and
deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall
authenticate, execute on behalf of the Holder, and deliver to the Holder, in
lieu of any such destroyed, lost or stolen Certificate, a new Certificate,
evidencing the same number of Corporate Units or Treasury Units, as the case
may be, and bearing a Certificate number not contemporaneously outstanding. 


          Notwithstanding
the foregoing, the Company shall not be obligated to execute and deliver to the
Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated
to authenticate, execute on behalf of the Holder, and deliver to the Holder,
with respect to such lost or mutilated Certificate a new Certificate on or
after the Business Day immediately preceding the earliest of any Early
Settlement Date, any Cash Merger Early Settlement Date, the Purchase Contract
Settlement Date or the Termination Date. In lieu of delivery of a new
Certificate, upon satisfaction of the applicable conditions specified above in
this Section and receipt of appropriate registration or transfer instructions
from such Holder, the Purchase Contract Agent shall: 


	
 

	
 


	
 

	
                    (i)
 if the Purchase Contract Settlement Date (including upon any Cash Settlement)
 or an Early Settlement Date or a Cash Merger Early Settlement Date with
 respect to such lost, stolen, destroyed or mutilated Certificate has
 occurred, deliver the shares of Common Stock issuable in respect of the
 Purchase Contracts forming a part of the Units evidenced by such Certificate;
 and 


	
 

	
 


	
 

	
                    (ii)
 if a Termination Event, Cash Merger Early Settlement or an Early Settlement
 with respect to such lost or mutilated Certificate shall have occurred prior
 to the Purchase Contract Settlement Date or a Cash Settlement shall have
 occurred, transfer the Senior Notes, the Treasury Securities or the
 Applicable Ownership Interests in the Treasury Portfolio, as the case may be,
 underlying such Certificate, in each case subject to the applicable
 conditions and in accordance with the applicable provisions of Section 3.15
 and Article 5 hereof. 





          Upon
the issuance of any new Certificate under this Section, the Company and the
Purchase Contract Agent may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other fees and expenses (including, without
limitation, the fees and expenses of the Purchase Contract Agent) connected
therewith. 


          Every
new Certificate issued pursuant to this Section in lieu of any destroyed, lost
or stolen Certificate shall constitute an original additional contractual
obligation of the Company and of the Holder in respect of the Units evidenced
thereby, whether or not the destroyed, lost or stolen Certificate (and the
Units evidenced thereby) shall be at any time enforceable by anyone, and shall
be entitled to all the benefits and be subject to all the obligations of this Agreement
equally and proportionately with any and all other Certificates delivered
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 Certificates. 


24







          Section
3.11 Persons Deemed Owners.
Prior to due presentment of a Certificate for registration of transfer, the
Company and the Purchase Contract Agent, and any agent of the Company or the
Purchase Contract Agent, may treat the Person in whose name such Certificate is
registered as the owner of the Units evidenced thereby for purposes of (subject
to any applicable record date) any payment or distribution with respect to the
Applicable Ownership Interests in Senior Notes, or on the Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (ii) of the
definition of such term), as applicable, payment of Contract Adjustment
Payments and performance of the Purchase Contracts and for all other purposes
whatsoever in connection with such Units, whether or not such payment,
distribution, or performance shall be overdue and notwithstanding any notice to
the contrary, and neither the Company nor the Purchase Contract Agent, nor any
agent of the Company or the Purchase Contract Agent, shall be affected by
notice to the contrary. 


          Notwithstanding
the foregoing, with respect to any Global Certificate, nothing contained herein
shall prevent the Company, the Purchase Contract Agent or any agent of the
Company or the Purchase Contract Agent, from giving effect to any written
certification, proxy or other authorization furnished by the Depositary (or its
nominee), as a Holder, with respect to such Global Certificate, or impair, as
between such Depositary and the related Beneficial Owner, the operation of
customary practices governing the exercise of rights of the Depositary (or its
nominee) as Holder of such Global Certificate. None of the Company, the
Purchase Contract Agent or any agent of the Company or the Purchase Contract
Agent will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Certificate or maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. 


          Section
3.12 Cancellation. All
Certificates surrendered for delivery of shares of Common Stock on or after the
Purchase Contract Settlement Date or in connection with an Early Settlement or
a Cash Merger Early Settlement or for delivery of the Senior Notes underlying
the Applicable Ownership Interests in Senior Notes, the Applicable Ownership
Interests in the Treasury Portfolio or Treasury Securities, as the case may be,
after the occurrence of a Termination Event or pursuant to a Cash Settlement,
an Early Settlement or a Cash Merger Early Settlement, a Collateral
Substitution, or upon the registration of transfer or exchange of a Unit,
shall, if surrendered to any Person other than the Purchase Contract Agent, be
delivered to the Purchase Contract Agent along with appropriate written
instructions regarding the cancellation thereof and, if not already cancelled,
shall be promptly cancelled by it. The Company may at any time deliver to the
Purchase Contract Agent for cancellation any Certificates previously
authenticated, executed and delivered hereunder that the Company may have
acquired in any manner whatsoever, and all Certificates so delivered shall,
upon an Issuer Order, be promptly cancelled by the Purchase Contract Agent. No
Certificates shall be authenticated, executed on behalf of the Holder and
delivered in lieu of or in exchange for any Certificates cancelled as provided
in this Section 3.12, except as expressly permitted by this Agreement. All
cancelled Certificates held by the Purchase Contract Agent shall be disposed of
in accordance with its customary practices. 


          If
the Company or any Affiliate of the Company shall acquire any Certificate, such
acquisition shall not operate as a cancellation of such Certificate unless and
until such Certificate is delivered to the Purchase Contract Agent cancelled or
for cancellation. 


          Section
3.13 Creation of Treasury Units by
Substitution of Treasury Securities. (a) Unless the Pledged
Applicable Ownership Interests in the Treasury Portfolio have replaced the
Pledged Applicable Ownership Interests in Senior Notes as a component of the
Corporate Units, and subject to the conditions set forth in this Agreement, a
Holder of Corporate Units may, at any time from and after the date of this
Agreement and prior to 5:00 p.m. (New York City time) on the second Business
Day immediately preceding the First Remarketing Date, effect a Collateral
Substitution and separate the Senior Notes underlying the Pledged Applicable
Ownership Interests in Senior Notes in respect of such 


25






Holder’s
Corporate Units by substituting for such Pledged Applicable Ownership Interests
in Senior Notes, Treasury Securities in an aggregate principal amount at
maturity equal to the aggregate principal amount of the Senior Notes underlying
the Pledged Applicable Ownership Interests in Senior Notes; provided that Holders may make
Collateral Substitutions only in integral multiples of 40 Corporate Units. To
effect such substitution, the Holder must: 


	
 

	
 


	
 

	
                    (1) Transfer
 to the Collateral Agent, for credit to the Collateral Account, Treasury
 Securities or security entitlements with respect thereto having a Value equal
 to the aggregate principal amount of the Senior Notes underlying the Pledged
 Applicable Ownership Interests in Senior Notes for which such Collateral
 Substitution is made; and 


	
 

	
 


	
 

	
                    (2) Transfer
 the related Corporate Units to the Purchase Contract Agent accompanied by a
 notice to the Purchase Contract Agent, substantially in the form of Exhibit C
 hereto, whereupon the Purchase Contract Agent shall promptly provide an
 instruction to such effect to the Collateral Agent, substantially in the form
 of Exhibit G hereto. 





Upon
confirmation that the Treasury Securities described in clause (1) above or
security entitlements with respect thereto have been credited to the Collateral
Account and receipt of the instruction to the Collateral Agent described in
clause (2) above, the Collateral Agent shall release such Pledged Applicable
Ownership Interests in Senior Notes from the Pledge and instruct the Securities
Intermediary by a notice, substantially in the form of Exhibit H hereto, to
Transfer the Senior Notes underlying such Pledged Applicable Ownership
Interests in Senior Notes to the Purchase Contract Agent for distribution to
such Holder, free and clear of the Pledge created hereby. 


          Upon
credit to the Collateral Account of Treasury Securities or security
entitlements with respect thereto delivered by a Holder of Corporate Units and
receipt of the related instruction from the Collateral Agent, the Securities
Intermediary shall promptly Transfer the Senior Notes underlying the
appropriate Pledged Applicable Ownership Interests in Senior Notes to the
Purchase Contract Agent for distribution to such Holder, free and clear of the
Pledge created hereby. 


          Upon
receipt of the Senior Notes underlying such Pledged Applicable Ownership
Interests in Senior Notes, the Purchase Contract Agent shall promptly: 


	
 

	
 


	
 

	
                        (i)
 cancel the related Corporate Units; 


	
 

	
 


	
 

	
                        (ii)
 Transfer the Senior Notes to the Holder; and 


	
 

	
 


	
 

	
                        (iii)
 deliver Treasury Units in book-entry form, or if applicable, authenticate,
 execute on behalf of such Holder and deliver Treasury Units in the form of a
 Treasury Units Certificate executed by the Company in accordance with Section
 3.03 evidencing the same number of Purchase Contracts as were evidenced by
 the cancelled Corporate Units. 





          Holders
who elect to separate the Senior Notes by substituting Treasury Securities for
Applicable Ownership Interest in Senior Notes shall be responsible for any fees
or expenses (including, without limitation, fees and expenses payable to the
Collateral Agent) in respect of the substitution, and neither the Company nor
the Purchase Contract Agent shall be responsible for any such fees or expenses.



26






                    (b)
If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable
Ownership Interests in Senior Notes as a component of the Corporate Units, and
subject to the conditions set forth in this Agreement, a Holder of Corporate
Units may, at any time from and after the date of this Agreement and prior to
5:00 p.m. (New York City time) on the second Business Day immediately preceding
the Purchase Contract Settlement Date, substitute Treasury Securities for the
Pledged Applicable Ownership Interests in the Treasury Portfolio included in
such Corporate Units, but only in integral multiples of 6,400 Corporate Units.
In such an event, the Holder shall Transfer Treasury Securities having an
aggregate principal amount at maturity equal to the aggregate Stated Amount of
the Purchase Contracts constituting a part of the Corporate Units for which
Collateral Substitution is being made to the Securities Intermediary, for
credit to the Collateral Account, and the Purchase Contract Agent, Collateral
Agent and Securities Intermediary shall effect a Collateral Substitution for
the appropriate Pledged Applicable Ownership Interests in the Treasury
Portfolio in the manner set forth in clause (a) above. 


                    (c)
In the event a Holder making a Collateral Substitution pursuant to this Section
3.13 fails to effect a book-entry transfer of the Corporate Units or fails to
deliver Corporate Units Certificates to the Purchase Contract Agent after
depositing Treasury Securities with the Securities Intermediary, any
distributions on the Senior Notes underlying the Applicable Ownership Interests
in Senior Notes, or with respect to the Applicable Ownership Interests in the
Treasury Portfolio, in each case constituting a part of such Corporate Units,
shall be held in the name of the Purchase Contract Agent or its nominee in
trust for the benefit of such Holder, until such Corporate Units are so
transferred or the Corporate Units Certificate is so delivered, as the case may
be, or such Holder provides evidence satisfactory to the Company and the
Purchase Contract Agent that such Corporate Units Certificate has been
destroyed, lost or stolen, together with any indemnity that may be required by
the Purchase Contract Agent and the Company. 


                    (d)
Except as described in Section 5.02 or in this Section 3.13 or in connection
with a Cash Settlement, an Early Settlement, a Cash Merger Early Settlement or
a Termination Event, for so long as the Purchase Contract underlying a
Corporate Unit remains in effect, such Corporate Units shall not be separable
into its constituent parts, and the rights and obligations of the Holder in
respect of the Applicable Ownership Interests in Senior Notes or Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, and the
Purchase Contract comprising such Corporate Units may be acquired, and may be
transferred and exchanged, only as a Corporate Unit. 


          Section
3.14 Recreation of Corporate Units.
(a) Unless the Pledged Applicable Ownership Interests in the Treasury Portfolio
have replaced the Pledged Applicable Ownership Interests in Senior Notes as a
component of the Corporate Units, and subject to the conditions set forth in
this Agreement, a Holder of Treasury Units may recreate Corporate Units at any
time from and after the date of this Agreement and prior to 5:00 p.m. (New York
City time) on the second Business Day immediately preceding the First
Remarketing Date; provided that
Holders of Treasury Units may only recreate Corporate Units in integral
multiples of 40 Treasury Units. To recreate Corporate Units, the Holder must: 


	
 

	
 


	
 

	
                    (1)
 Transfer to the Collateral Agent for credit to the Collateral Account Senior
 Notes or security entitlements with respect thereto having an aggregate
 principal amount equal to the Value of the Pledged Treasury Securities to be
 released; and 


	
 

	
 


	
 

	
                    (2)
 Transfer the related Treasury Units to the Purchase Contract Agent
 accompanied by a notice to the Purchase Contract Agent, substantially in the
 form of Exhibit C hereto, whereupon the Purchase Contract 





27







	
 

	
 


	
 

	
Agent shall
 promptly provide an instruction to such effect to the Collateral Agent,
 substantially in the form of Exhibit I hereto.





Upon
confirmation that the Senior Notes described in clause (1) above or security
entitlements with respect thereto have been credited to the Collateral Account
and receipt of the instruction from the Purchase Contract Agent described in
clause (2) above, the Collateral Agent shall promptly release such Pledged
Treasury Securities from the Pledge and shall promptly instruct the Securities
Intermediary by a notice, substantially in the form of Exhibit J hereto, to
Transfer such Pledged Treasury Securities to the Purchase Contract Agent for
distribution to such Holder, free and clear of the Pledge created hereby. 


          Upon
credit to the Collateral Account of Senior Notes or security entitlements with
respect thereto delivered by a Holder of Treasury Units and receipt of the
related instruction from the Collateral Agent, the Securities Intermediary
shall promptly Transfer the Pledged Treasury Securities to the Purchase
Contract Agent for distribution to such Holder, free and clear of the Pledge
created hereby. 


          Upon
receipt of such Treasury Securities, the Purchase Contract Agent shall
promptly: 


	
 

	
 


	
 

	
                    (i)
 cancel the related Treasury Units; 


	
 

	
 


	
 

	
                    (ii)
 Transfer the Treasury Securities to the Holder; and 


	
 

	
 


	
 

	
                    (iii)
 deliver Corporate Units in book-entry form or, if applicable, authenticate,
 execute on behalf of such Holder and deliver Corporate Units in the form of a
 Corporate Units Certificate executed by the Company in accordance with
 Section 3.03 evidencing the same number of Purchase Contracts as were
 evidenced by the cancelled Treasury Units. 





          Holders
who elect to recreate Corporate Units shall be responsible for any fees or
expenses (including, without limitation, fees and expenses payable to the
Collateral Agent), in respect of the recreation, and neither the Company nor
the Purchase Contract Agent shall be responsible for any such fees or expenses.



                    (b)
If Applicable Ownership Interests in the Treasury Portfolio have replaced
Applicable Ownership Interests in Senior Notes as a component of the Corporate
Units and subject to the conditions set forth in this Agreement, a Holder of
Treasury Units may at any time from and after the date of this Agreement and
prior to 5:00 p.m. (New York City time) on the second Business Day immediately
preceding the Purchase Contract Settlement Date substitute the Pledged
Applicable Ownership Interests in the Treasury Portfolio for Treasury
Securities included in such Treasury Units, but only in multiples of 6,400
Treasury Units. In such an event, the Holder shall Transfer Applicable
Ownership Interests in the Treasury Portfolio having a Value equal to the
aggregate Value of the Treasury Securities for which substitution is being made
to the Securities Intermediary, for credit to the Collateral Account, and the
Purchase Contract Agent, Collateral Agent and Securities Intermediary shall
effect a Collateral Substitution and release the Pledged Treasury Securities
from the Pledge in the manner set forth in clause (a) above. 


                    (c)
Except as provided in Section 5.02 or in this Section 3.14 or in connection
with a Cash Settlement, an Early Settlement, a Cash Merger Early Settlement or
a Termination Event, for so long as the Purchase Contract underlying a Treasury
Unit remains in effect, such Treasury Unit shall not be separable into its constituent
parts and the rights and obligations of the Holder of such Treasury Unit in
respect of the interest in the Treasury Security and the Purchase Contract
comprising such Treasury Unit may be acquired, and may be transferred and
exchanged, only as a Treasury Unit. 


28






          Section
3.15 Transfer of Collateral Upon Occurrence
of Termination Event. (a) Upon receipt by the Collateral Agent of
written notice pursuant to Section 5.06 hereof from the Company or the Purchase
Contract Agent that a Termination Event has occurred, the Collateral Agent
shall promptly release all Collateral from the Pledge and shall promptly
instruct the Securities Intermediary to Transfer: 


	
 

	
 


	
 

	
                    (i)
 any Senior Notes underlying Pledged Applicable Ownership Interests in Senior
 Notes or security entitlements with respect thereto or Pledged Applicable
 Ownership Interests in the Treasury Portfolio; 


	
 

	
 


	
 

	
                    (ii)
 any Pledged Treasury Securities; 


	
 

	
 


	
 

	
                    (iii)
 any payments made by Holders (or the Permitted Investments of such payments)
 pursuant to Section 5.02 hereof; and 


	
 

	
 


	
 

	
                    (iv)
 any Proceeds and all other payments the Collateral Agent receives in respect
 of the foregoing, 





to the
Purchase Contract Agent for the benefit of the Holders for distribution to such
Holders, in accordance with their respective interests, free and clear of the
Pledge created hereby; provided, however, if any Holder or Beneficial Owner
shall be entitled to receive Senior Notes in an aggregate principal amount of
less than $1,000, or greater than $1,000 but not in an integral multiple of
$1,000, the Purchase Contract Agent shall request, on behalf of such Holder or
Beneficial Owner, pursuant to Section 2.03 of the Supplemental Indenture that
the Company issue Senior Notes in denominations of $25, or integral multiples
thereof, in exchange for Senior Notes in denominations of $1,000 or integral
multiples thereof; and provided further,
if any Holder shall be entitled to receive, with respect to its Pledged
Applicable Ownership Interests in the Treasury Portfolio or its Pledged
Treasury Securities, any securities having a principal amount at maturity of
less than $1,000, the Purchase Contract Agent shall dispose of such Pledged
Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury
Securities for cash and deliver to such Holder cash in lieu of delivering the
Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged
Treasury Securities, as the case may be. 


                    (b)
Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if
such Termination Event shall result from the Company’s becoming a debtor under
the Bankruptcy Code, and if the Collateral Agent shall for any reason fail
promptly to effectuate the release and Transfer of all Senior Notes underlying
Pledged Applicable Ownership Interests in Senior Notes, Pledged Applicable
Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and
payments by Holders (or the Permitted Investments of such payments) pursuant to
Section 5.02 and Proceeds and all other payments received by the Collateral
Agent in respect of the foregoing, as the case may be, as provided by this
Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain
an opinion of a nationally recognized law firm to the effect that,
notwithstanding the Company’s being the debtor in such a bankruptcy case, the
Collateral Agent will not be prohibited from releasing or Transferring the
Collateral as provided in this Section 3.15, and shall deliver or cause to be
delivered such opinion to the Collateral Agent within ten days after the
occurrence of such Termination Event, and if (A) the Purchase Contract Agent
shall be unable to obtain such opinion within ten days after the occurrence of
such Termination Event or (B) the Collateral Agent shall continue, after
delivery of such opinion, to refuse to effectuate the release and Transfer of
all Senior Notes underlying Pledged Applicable Ownership Interests in Senior
Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio,
Pledged Treasury Securities and the payments by Holders (or the Permitted
Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and
all other payments received by the Collateral Agent in respect of the
foregoing, as the case may be, as provided in this Section 3.15, then the
Purchase Contract Agent shall within fifteen days after the occurrence of such
Termination Event commence an action or proceeding in 


29






the court
having jurisdiction of the Company’s case under the Bankruptcy Code seeking an
order requiring the Collateral Agent to effectuate the release and transfer of
all Senior Notes underlying Pledged Applicable Ownership Interests in Senior
Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged
Treasury Securities and the payments by Holders (or the Permitted Investments
of such payments) pursuant to Section 5.02 hereof and Proceeds and all other
payments received by the Collateral Agent in respect of the foregoing, or as
the case may be, as provided by this Section 3.15. 


                    (c)
Upon the occurrence of a Termination Event and the Transfer to the Purchase
Contract Agent of the Senior Notes underlying Pledged Applicable Ownership
Interests in Senior Notes, the appropriate Pledged Applicable Ownership
Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the
case may be, pursuant to Section 3.15, the Purchase Contract Agent shall
request transfer instructions with respect to such Senior Notes, Applicable
Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities,
as the case may be, from each Holder by written request, substantially in the
form of Exhibit D hereto, mailed to such Holder at its address as it appears in
the Security Register. 


                    (d)
Upon book-entry transfer of the Corporate Units or the Treasury Units or
delivery of a Corporate Units Certificate or Treasury Units Certificate to the
Purchase Contract Agent with such transfer instructions, the Purchase Contract
Agent shall transfer the Senior Notes underlying Pledged Applicable Ownership
Interests in Senior Notes, the Pledged Applicable Ownership Interests in the
Treasury Portfolio or Pledged Treasury Securities, as the case may be,
underlying such Corporate Units or Treasury Units, as the case may be, to such
Holder by book-entry transfer, or other appropriate procedures, in accordance
with such instructions and, in the case of the Senior Notes underlying Pledged
Applicable Ownership Interests in Senior Notes, in accordance with the terms of
the Supplemental Indenture. In the event a Holder of Corporate Units or
Treasury Units fails to effect such transfer or delivery, the Senior Notes
underlying Pledged Applicable Ownership Interests in Senior Notes, the Pledged
Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury
Securities, as the case may be, underlying such Corporate Units of Treasury
Units, as the case may be, and any distributions thereon, shall be held in the
name of the Purchase Contract Agent or its nominee in trust for the benefit of
such Holder, until the earlier to occur of: 


	
 

	
 


	
 

	
                    (i)
 the transfer of such Corporate Units or Treasury Units or surrender of the
 Corporate Units Certificate or Treasury Units Certificate or the receipt by
 the Company and the Purchase Contract Agent from such Holder of satisfactory
 evidence that such Corporate Units Certificate or Treasury Units Certificate
 has been destroyed, lost or stolen, together with any indemnity that may be
 required by the Purchase Contract Agent and the Company; and 


	
 

	
 


	
 

	
                    (ii)
 the expiration of the time period specified by the applicable law governing
 abandoned property in the state in which the Purchase Contract Agent holds
 such property. 





          Section
3.16 No Consent to Assumption.
Each Holder of a Unit, by acceptance thereof, shall be deemed expressly to have
withheld any consent to the assumption under Section 365 of the Bankruptcy Code
or otherwise, of the Purchase Contract by the Company or its trustee, receiver,
liquidator or a person or entity performing similar functions in the event that
the Company becomes a debtor under the Bankruptcy Code or subject to other
similar state or Federal law providing for reorganization or liquidation. 


30






          Section
3.17 Substitutions. Whenever a
Holder has the right to substitute Treasury Securities, Senior Notes underlying
Applicable Ownership Interests in Senior Notes or the Applicable Ownership
Interests in the Treasury Portfolio (as defined in clause (i) of the definition
of such term), as the case may be, or security entitlements for any of them for
financial assets held in the Collateral Account, such substitution shall not
constitute a novation of the security interest created hereby. 


ARTICLE 4


THE SENIOR NOTES


          Section
4.01 Interest Payments; Rights to Interest
Payments Preserved. (a) The Collateral Agent (if the Senior Notes
underlying Pledged Applicable Ownership Interests in Senior Notes are in the
name of the Collateral Agent) shall transfer all income and distributions
received by it on account of the Senior Notes underlying Pledged Applicable
Ownership Interests in Senior Notes, the Pledged Applicable Ownership Interests
in the Treasury Portfolio or Permitted Investments from time to time held in
the Collateral Account (ABA No. 021-000-018, GLA 211065, Account No. TAS
759265, Re: CIT Group Equity Units) to the Purchase Contract Agent for
distribution to the applicable Holders as provided in this Agreement and the
Purchase Contracts. 


                    (b)
Any payment on any Senior Note underlying Applicable Ownership Interests in
Senior Notes or any distribution on any Applicable Ownership Interests in the
Treasury Portfolio (as specified in clause (ii) of the definition of such
term), as the case may be, which is paid on any Payment Date shall, subject to
receipt thereof by the Purchase Contract Agent from the Company or from the Collateral
Agent as provided in Section 4.01(a) above, be paid to the Person in whose name
the Corporate Units Certificate (or one or more Predecessor Corporate Units
Certificates) of which such Applicable Ownership Interest in Senior Notes or
Applicable Ownership Interests in the Treasury Portfolio, as the case may be,
forms a part is registered at the close of business on the Record Date for such
Payment Date. 


                    (c)
Each Corporate Units Certificate evidencing Applicable Ownership Interests in
Senior Notes or Applicable Ownership Interests in the Treasury Portfolio
delivered under this Agreement upon registration of transfer of or in exchange
for or in lieu of any other Corporate Units Certificate shall carry the right
to accrued and unpaid interest or distributions which were carried by
Applicable Ownership Interests in Senior Notes or Applicable Ownership
Interests in the Treasury Portfolio underlying such other Corporate Units
Certificate. 


                    (d)
In the case of any Corporate Unit with respect to which (1) Cash Settlement of
the underlying Purchase Contract is properly effected pursuant to Section
5.02(a) hereof, (2) Early Settlement of the underlying Purchase Contract is
properly effected pursuant to Section 5.07 hereof, (3) Cash Merger Early
Settlement of the underlying Purchase Contract is properly effected pursuant to
Section 5.04(b)(ii) hereof or (4) a Collateral Substitution is properly
effected pursuant to Section 3.13, in each case on a date that is after any
Record Date and prior to or on the next succeeding Payment Date, interest in
respect of the Senior Notes underlying Applicable Ownership Interests in Senior
Notes or distributions on Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, underlying such Corporate Unit otherwise payable
on such Payment Date shall be payable on such Payment Date notwithstanding such
Cash Settlement, Early Settlement, Cash Merger Early Settlement or Collateral
Substitution, and such payment or distributions shall, subject to receipt
thereof by the Purchase Contract Agent, be payable to the Person in whose name
the Corporate Units Certificate (or one or more Predecessor Corporate Units
Certificates) were registered at the close of business on the Record Date. 


                    (e)
Except as otherwise expressly provided in Section 4.01(d) hereof, in the case
of any Corporate Unit with respect to which Cash Settlement, Early Settlement
or Cash Merger Early 


31






Settlement of
the component Purchase Contract is properly effected, or with respect to which
a Collateral Substitution has been effected, payments attributable to the
Senior Notes underlying Applicable Ownership Interests in Senior Notes or
distributions on Applicable Ownership Interests in the Treasury Portfolio, as
the case may be, that would otherwise be payable or made after the Purchase
Contract Settlement Date, Early Settlement Date, Cash Merger Early Settlement
Date or the date of the Collateral Substitution, as the case may be, shall not
be payable hereunder to the Holder of such Corporate Units; provided,
however, that to the extent that such Holder continues to hold
Separate Senior Notes or Applicable Ownership Interests in the Treasury
Portfolio that formerly comprised a part of such Holder’s Corporate Units, such
Holder shall be entitled to receive interest on such Separate Senior Notes or
distributions on such Applicable Ownership Interests in the Treasury Portfolio.



          Section
4.02 Payments Prior to or on Purchase
Contract Settlement Date. (a) Subject to the provisions of Section
5.02(a), Section 5.04(b)(ii) and Section 5.07, and except as provided in
Section 4.02(b) below, if no Termination Event shall have occurred, all
payments received by the Securities Intermediary in respect of (1) the
principal amount of the Senior Notes underlying Pledged Applicable Ownership
Interests in Senior Notes, (2) the Pledged Applicable Ownership Interests in
the Treasury Portfolio (as specified in clause (i) of the definition thereof)
and (3) the Pledged Treasury Securities, shall be credited to the Collateral
Account, to be invested in Permitted Investments until the Purchase Contract
Settlement Date, and transferred to the Company on the Purchase Contract
Settlement Date as provided in Section 5.02 hereof. Any balance remaining in
the Collateral Account shall be released from the Pledge and transferred to the
Purchase Contract Agent for the benefit of the applicable Holders for
distribution to such Holders in accordance with their respective interests, free
and clear of the Pledge created hereby. The Company shall instruct the
Collateral Agent in writing as to the specific Permitted Investments in which
any payments made under this Section 4.02 shall be invested, provided, however,
that if the Company fails to deliver such instructions by 10:30 a.m. (New York
City time) on the day such payments are received by the Securities
Intermediary, the Collateral Agent shall instruct the Securities Intermediary
to invest such payments in the Permitted Investments of the type described in
clause (6) of the definition of Permitted Investments, which have been
designated by the Company in writing from time to time in a standing
instruction to the Securities Intermediary which shall be effective until
revoked or superseded. In no event shall the Collateral Agent be liable for the
selection of Permitted Investments or for investment losses incurred thereon.
The Collateral Agent shall have no liability in respect of losses incurred as a
result of the failure of the Company to provide timely written investment
direction. 


                    (b)
All payments received by the Securities Intermediary in respect of (1) the
Senior Notes, (2) the Applicable Ownership Interests in the Treasury Portfolio
and (3) the Treasury Securities or security entitlements with respect thereto,
that, in each case, have been released from the Pledge hereunder shall be
transferred to the Purchase Contract Agent for the benefit of the applicable
Holders for distribution to such Holders in accordance with their respective
interests. 


          Section
4.03 Notice and Voting. (a)
Subject to Section 4.03(b) hereof, the Purchase Contract Agent may exercise, or
refrain from exercising, any and all voting and other consensual rights
pertaining to the Senior Notes underlying Pledged Applicable Ownership
Interests in Senior Notes or any part thereof for any purpose not inconsistent
with the terms of this Agreement; provided
that the Purchase Contract Agent shall not exercise or shall not refrain from
exercising such right, as the case may be, if, in the judgment of the Purchase
Contract Agent, such action would impair or otherwise have a material adverse
effect on the value of all or any of the Senior Notes underlying Pledged
Applicable Ownership Interests in Senior Notes; and provided further
that the Purchase Contract Agent shall give the Company and the Collateral
Agent at least five Business Days’ prior written notice of the manner in which
it intends to exercise, or its reasons for refraining from exercising, any such
right. Upon receipt of any notices and other communications in respect of any
Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes,
including either notice of any meeting at which holders of the Senior Notes are
entitled 


32






to vote or the
solicitation of consents, waivers or proxies of holders of the Senior Notes,
the Collateral Agent shall use reasonable efforts to send promptly to the
Purchase Contract Agent such notice or communication, and as soon as reasonably
practicable after receipt of a written request therefor from the Purchase
Contract Agent, to execute and deliver to the Purchase Contract Agent such
proxies and other instruments in respect of such Senior Notes underlying
Pledged Applicable Ownership Interests in Senior Notes (in form and substance
satisfactory to the Collateral Agent) as are prepared by the Company and
delivered to the Purchase Contract Agent with respect to the Senior Notes
underlying Pledged Applicable Ownership Interests in Senior Notes. 


                    (b)
Upon receipt of notice of any meeting at which holders of Senior Notes are
entitled to vote or upon any solicitation of consents, waivers or proxies of
holders of Senior Notes, the Purchase Contract Agent shall, as soon as practicable
thereafter, mail, first class, postage pre-paid, to the Holders of Corporate
Units a notice: 


	
 

	
 


	
 

	
                    (i)
 containing such information as is contained in the notice or solicitation; 


	
 

	
 


	
 

	
                    (ii)
 stating that each Holder on the record date set by the Purchase Contract
 Agent therefor (which, to the extent possible, shall be the same date as the
 record date set by the Company for determining the holders of Senior Notes
 entitled to vote) shall be entitled to instruct the Purchase Contract Agent
 as to the exercise of the voting rights pertaining to the Senior Notes
 underlying the Applicable Ownership Interests in Senior Notes that are a
 component of their Corporate Units; and 


	
 

	
 


	
 

	
                    (iii)
 stating the manner in which such instructions may be given. 





Upon the
written request of the Holders of Corporate Units on such record date received
by the Purchase Contract Agent at least six days prior to such meeting, the
Purchase Contract Agent shall endeavor insofar as practicable to vote or cause
to be voted, in accordance with the instructions set forth in such requests,
the maximum aggregate principal amount of Senior Notes (rounded down to the
nearest integral multiple of $1,000) as to which any particular voting instructions
are received. In the absence of specific instructions from the Holder of
Corporate Units, the Purchase Contract Agent shall abstain from voting the
Senior Notes underlying Applicable Ownership Interests in Senior Notes that are
a component of such Corporate Units. The Company hereby agrees, if applicable,
to solicit Holders of Corporate Units to timely instruct the Purchase Contract
Agent as to the exercise of such voting rights in order to enable the Purchase
Contract Agent to vote such Senior Notes. 


                    (c)
The Holders of Corporate Units and the Holders of Treasury Units shall have no
voting or other rights in respect of Common Stock. 


          Section
4.04 Special Event Redemption.
(a) If the Company elects to redeem the Senior Notes following the occurrence
of a Special Event as permitted by the Indenture, it shall notify the
Collateral Agent in writing that a Special Event has occurred and that it
intends to redeem the Senior Notes on the Special Event Redemption Date. Upon the
occurrence of such Special Event Redemption while Senior Notes are still
credited to the Collateral Account, the Collateral Agent shall, and is hereby
authorized to, instruct the Securities Intermediary to present the Senior Notes
underlying Pledged Applicable Ownership Interests in Senior Notes for payment
as may be required by their respective terms and to direct the Indenture
Trustee to remit the Redemption Price to the Securities Intermediary for credit
to the Collateral Account, on or prior to 12:30 p.m., New York City time, on
such Special Event Redemption Date, by wire transfer of immediately available
funds. Upon receipt of such funds by the 


33






Securities
Intermediary and the credit thereof to the Collateral Account, the Senior Notes
underlying Pledged Applicable Ownership Interests in Senior Notes shall be
released from the Collateral Account and promptly transferred to the Company.
Upon the crediting of such funds to the Collateral Account, the Collateral
Agent, at the written direction of the Company, shall instruct the Securities
Intermediary to (i) apply an amount equal to the Redemption Amount of such
funds to purchase the Treasury Portfolio from the Quotation Agent, (ii) credit
to the Collateral Account the Applicable Ownership Interests in the Treasury
Portfolio and (iii) promptly remit the remaining portion of such funds to the
Purchase Contract Agent for payment to the Holders of Corporate Units, in
accordance with their respective interests. 


                    (b)
Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of the
definition of such term) will be substituted as Collateral for the Pledged
Applicable Ownership Interests in Senior Notes and will be held by the
Collateral Agent in accordance with the terms hereof to secure the Obligation
of each Holder of Corporate Units, (ii) the Holders of Corporate Units and the
Collateral Agent shall have such rights and obligations, and the Collateral Agent
shall have such security interest, with respect to such Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of the
definition of such term) as the Holders of Corporate Units and the Collateral
Agent had in respect of the Pledged Applicable Ownership Interests in Senior
Notes, subject to the Pledge thereof, and (iii) any reference in this Agreement
to Applicable Ownership Interests in Senior Notes shall be deemed to be a
reference to such Applicable Ownership Interests in the Treasury Portfolio (as
specified in clause (i) of the definition of such term). The Company may cause
to be made in any Corporate Units Certificates thereafter to be issued such
change in phraseology and form (but not in substance) as may be appropriate to
reflect the substitution of the Applicable Ownership Interests in the Treasury
Portfolio (as specified in clause (i) of the definition of such term) for
Applicable Ownership Interests in Senior Notes as Collateral. 


          Section
4.05 Payments to Purchase Contract Agent.
The Securities Intermediary shall use commercially reasonable efforts to
deliver any payments required to be made by it to the Purchase Contract Agent
hereunder to the account designated by the Purchase Contract Agent for such purpose
not later than 12:00 p.m. (New York City time) on the Business Day such payment
is received by the Securities Intermediary; provided,
however, that if such payment is
received on a day that is not a Business Day or after 11:00 a.m. (New York City
time) on a Business Day, then the Securities Intermediary shall use
commercially reasonable efforts to deliver such payment to the Purchase
Contract Agent no later than 10:30 a.m. (New York City time) on the next
succeeding Business Day. 


          Section
4.06 Payments Held in Trust. If
the Purchase Contract Agent or any Holder shall receive any payments on account
of financial assets credited to the Collateral Account (other than interest on
the Senior Notes or distributions on the Applicable Ownership Interests in the
Treasury Portfolio (as specified in clause (ii) of the definition thereof)) and
not released therefrom in accordance with this Agreement, the Purchase Contract
Agent or such Holder shall hold such payments as trustee of an express trust
for the benefit of the Company and, upon receipt of an Officers’ Certificate of
the Company so directing, promptly deliver such payments to the Securities
Intermediary for credit to the Collateral Account or to the Company for
application to the Obligations of the applicable Holder or Holders, and the
Purchase Contract Agent and Holders shall acquire no right, title or interest
in any such payments of principal amounts so received. The Purchase Contract
Agent shall have no liability under this Section 4.06 unless and until it has
been notified in writing that such payment was delivered to it erroneously and
shall have no liability for any action taken, suffered or omitted to be taken
prior to its receipt of such notice. 


34






ARTICLE 5


THE PURCHASE CONTRACTS


          Section
5.01 Purchase of Shares of Common Stock.
(a) Each Purchase Contract shall obligate the Holder of the related Unit to
purchase, and the Company to sell, on the Purchase Contract Settlement Date at
a price equal to the Stated Amount (the “Purchase
Price”), a number of shares of Common Stock (subject to Section
5.08) equal to the Settlement Rate unless an Early Settlement, a Cash Merger
Early Settlement or a Termination Event with respect to the Units of which such
Purchase Contract is a part shall have occurred. The “Settlement Rate” is equal to: 


	
 

	
 


	
 

	
                    (i)
 If the Applicable Market Value is equal to or greater than $42.00 (the “Threshold Appreciation Price”), the
 Settlement Rate will be 0.5952 shares of Common Stock (such Settlement Rate
 being referred to as the “Minimum
 Settlement Rate”); 


	
 

	
 


	
 

	
                    (ii)
 if the Applicable Market Value is less than the Threshold Appreciation Price
 but greater than $34.98 (the “Reference
 Price”), the Settlement Rate will be a number of shares of Common
 Stock per Purchase Contract equal to the Stated Amount divided by the Applicable Market Value,
 which is not subject to adjustment pursuant to Section 5.04(a)(vii); and 


	
 

	
 


	
 

	
                    (iii)
 if the Applicable Market Value is less than or equal to the Reference Price,
 the Settlement Rate will be 0.7147 shares of Common Stock, which is equal to
 the Stated Amount divided by
 the Reference Price (such Settlement Rate being referred to as the “Maximum Settlement Rate”); 





in each case subject
to adjustment as provided in Section 5.04 (and in each case rounded upward or
downward to the nearest 1/10,000th of a share). 


          The
“Applicable Market Value” means
the average of the Closing Prices per share of Common Stock on each Trading Day
during the Observation Period; provided,
however, that if the Company
enters into a Reorganization Event, the Applicable Market Value will mean the
value of an Exchange Property Unit. Following the occurrence of any such event,
references herein to the purchase or issuance of shares of Common Stock shall
be construed to be references to settlement into Exchange Property Units. For
purposes of calculating the value of an Exchange Property Unit, (x) the value
of any common stock included in the Exchange Property Unit shall be determined
using the average of the Closing Price per share of such common stock on each
Trading Day during the Observation Period (adjusted as set forth under Section
5.04) and (y) the value of any other property, including securities other than
common stock included in the Exchange Property Unit, shall be the value of such
property on the first Trading Day of the Observation Period (as determined in
good faith by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution). 


          The
“Closing Price” per share of
Common Stock on any date of determination means, on any date of determination
(1) the closing sale price (or, if no closing sale price is reported, the
reported last sale price) per share of Common Stock on the New York Stock
Exchange, Inc. (the “NYSE”) on
such date or, if the Common Stock is not listed for trading on the NYSE on any
such date, as reported in the composite transactions for the principal United
States securities exchange on which the Common Stock is so listed, or if the
Common Stock is not so listed, on a United States national or regional
securities exchange, or (2) if the Common Stock is not so reported, the last
quoted bid price for the Common Stock in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or, if 


35






such bid price
referred to above is not available, the average of the mid-point of the last
bid and ask prices of the Common Stock on such date from at least three
nationally recognized independent investment banking firms retained by the
Company for purposes of determining the Closing Price. 


          A
“Trading Day” means a day on which
the Common Stock (i) is not suspended from trading on any national or regional
securities exchange or association or over-the-counter market at the close of
business and (ii) has traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the
primary market for the trading of the Common Stock. 


                    (b)
Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance of such
Unit: 


	
 

	
 


	
 

	
                    (i)
 irrevocably authorizes the Purchase Contract Agent to enter into and perform
 the related Purchase Contract on its behalf and in its name as its
 attorney-in-fact (including, without limitation, the execution of
 Certificates on behalf of such Holder); 


	
 

	
 


	
 

	
                    (ii)
 agrees to be bound by the terms and provisions of such Unit, including but
 not limited to the terms and provisions of the Purchase Contract; 


	
 

	
 


	
 

	
                    (iii)
 covenants and agrees to perform its obligations under this Agreement and such
 Purchase Contract for so long as such Holder remains a Holder of a Corporate
 Unit or a Treasury Unit; 


	
 

	
 


	
 

	
                    (iv)
 consents to the provisions hereof; 


	
 

	
 


	
 

	
                    (v)
 irrevocably authorizes the Purchase Contract Agent to enter into and perform
 this Agreement on its behalf and in its name as its attorney-in-fact; and 


	
 

	
 


	
 

	
                    (vi)
 consents to, and agrees to be bound by, the Pledge of such Holder’s right,
 title and interest in and to the Collateral, including the Applicable
 Ownership Interests in Senior Notes and the Applicable Ownership Interests in
 the Treasury Portfolio (as specified in clause (i) of the definition of such
 term) or the Treasury Securities pursuant to this Agreement, and the delivery
 of the Senior Notes underlying such Applicable Ownership Interests in Senior
 Notes by the Purchase Contract Agent to the Collateral Agent. 





                    (c)
Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof,
further covenants and agrees that to the extent and in the manner provided in
Section 5.02 hereof, but subject to the terms thereof, on the Purchase Contract
Settlement Date, Proceeds of the Pledged Applicable Ownership Interests in
Senior Notes, the Pledged Applicable Ownership Interests in the Treasury
Portfolio or the Pledged Treasury Securities, as applicable, equal to the
Purchase Price shall be paid by the Collateral Agent to the Company in
satisfaction of such Holder’s obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such Proceeds. 


                    (d)
Upon registration of transfer of a Certificate, the transferee shall be bound
(without the necessity of any other action on the part of such transferee) by
the terms of this Agreement and the Purchase Contracts underlying such
Certificate and the transferor shall be released from the obligations under
this Agreement and the Purchase Contracts underlying the Certificate so
transferred. 


36






The Company
covenants and agrees, and each Holder of a Certificate, by its acceptance
thereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph. 


                    (e)
Promptly after the calculation of the Settlement Rate and the Applicable Market
Value, the Company shall give the Purchase Contract Agent notice thereof. All
calculations and determinations of the Settlement Rate and the Applicable
Market Value shall be made by the Company or its agent based on their good
faith calculations, and the Purchase Contract Agent shall have no
responsibility with respect thereto. 


          Section
5.02 Cash Settlement; Remarketing; Payment
of Purchase Price. (a) Cash
Settlement. (i) Unless (1) a Termination Event has occurred, (2) a
Holder effects an Early Settlement or a Cash Merger Early Settlement of the
underlying Purchase Contract or (3) a Special Event Redemption has occurred,
prior to the second Business Day immediately preceding the First Remarketing
Date, each Holder of Corporate Units shall have the right to satisfy such
Holder’s Obligations on the Purchase Contract Settlement Date in cash. Each
Holder of Corporate Units who intends to pay in cash to satisfy such Holder’s
Obligations under the Purchase Contract on the Purchase Contract Settlement
Date shall notify the Purchase Contract Agent by use of a notice in substantially
the form of Exhibit E hereto of his intention to pay in cash (a “Cash Settlement”) the Purchase Price for
the Common Stock to be purchased pursuant to the related Purchase Contract.
Such notice shall be given prior to 5:00 p.m. (New York City time) on the
second Business Day immediately preceding the First Remarketing Date. Corporate
Units Holders may only effect such a Cash Settlement pursuant to this Section
5.02(a) in integral multiples of 40 Corporate Units. 


	
 

	
 


	
 

	
                    (ii)
 A Holder of a Corporate Unit who has so notified the Purchase Contract Agent
 of his intention to effect a Cash Settlement in accordance with Section
 5.02(a)(i) above shall pay the Purchase Price to the Securities Intermediary
 for deposit in the Collateral Account prior to 5:00 p.m. (New York City time)
 on the first Business Day immediately preceding the First Remarketing Date,
 in lawful money of the United States by certified or cashiers check or wire
 transfer in immediately available funds payable to or upon the order of the
 Securities Intermediary. 


	
 

	
 


	
 

	
                    (iii)
 If a Holder of a Corporate Unit fails to notify the Purchase Contract Agent
 of its intention to make a Cash Settlement in accordance with Section
 5.02(a)(i), or does notify the Purchase Contract Agent as provided in Section
 5.02(a)(i) of its intention to pay the Purchase Price in cash, but fails to
 make such payment as required by Section 5.02(a)(ii), such Holder shall be
 deemed to have consented to the disposition of the Senior Notes underlying
 the Pledged Applicable Ownership Interests in Senior Notes pursuant to each
 Remarketing as described in Section 5.02(b) below. 


	
 

	
 


	
 

	
                    (iv)
 Promptly after 5:00 p.m. (New York City time) on the first Business Day
 immediately preceding the First Remarketing Date, the Purchase Contract
 Agent, based on notices received by the Purchase Contract Agent pursuant to
 Section 5.02(a)(i) hereof and notice from the Securities Intermediary
 regarding cash received by it prior to such time, shall notify the Collateral
 Agent of the aggregate number of Senior Notes to be remarketed in each
 Remarketing in a notice substantially in the form of Exhibit K hereto. 


	
 

	
 


	
 

	
                    (v)
 Upon (1) receipt by the Collateral Agent of a notice from the Purchase
 Contract Agent promptly after the receipt by the Purchase Contract Agent of a
 notice from a Holder of Corporate Units that such Holder has elected, in
 accordance with Section 5.02(a)(i), to effect a Cash Settlement and (2) the
 payment by such Holder 





37







	
 

	
 


	
 

	
of the
 Purchase Price in accordance with Section 5.02(a)(ii) above, then the
 Collateral Agent shall:








	
 

	
 


	
 

	
                    (A)
 instruct the Securities Intermediary promptly to invest any such Cash in
 Permitted Investments consistent with the instructions of the Company as
 provided for below in this Section 5.02(a)(v); 


	
 

	
 


	
 

	
                    (B)
 release from the Pledge the Senior Notes underlying the Applicable Ownership
 Interest in Senior Notes related to the Corporate Units as to which such Holder
 has effected a Cash Settlement; and 


	
 

	
 


	
 

	
                    (C)
 instruct the Securities Intermediary to Transfer all such Senior Notes to the
 Purchase Contract Agent for distribution to such Holder, in each case free
 and clear of the Pledge created hereby, whereupon the Purchase Contract Agent
 shall Transfer such Senior Notes in accordance with written instructions
 provided by the Holder thereof or, if no such instructions are given to the
 Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold
 such Senior Notes, and any interest payment thereon, in the name of the
 Purchase Contract Agent or its nominee in trust for the benefit of such
 Holder until the expiration of the time period specified in the relevant
 abandoned property laws of the state where such Senior Notes and interest
 payments thereon, if any, are held. 





          The
Company shall instruct the Collateral Agent in writing as to the type of
Permitted Investments in which any such Cash shall be invested; provided, however,
that if the Company fails to deliver such written instructions by 10:30 a.m.
(New York City time) on the day such Cash is received by the Collateral Agent
or to be reinvested by the Securities Intermediary, the Collateral Agent shall
instruct the Securities Intermediary to invest such Cash in the Permitted
Investments of the type described in clause (6) of the definition of Permitted
Investments which have been designated by the Company in writing from time to
time in a standing instruction to the Collateral Agent which shall be effective
until revoked or superseded. In no event shall the Collateral Agent or
Securities Intermediary be liable for the selection of Permitted Investments or
for investment losses incurred thereon. The Collateral Agent and Securities
Intermediary shall have no liability in respect of losses incurred as a result
of the failure of the Company to provide timely written investment direction. 


          Upon
maturity of the Permitted Investments on the Purchase Contract Settlement Date,
the Collateral Agent shall, and is hereby authorized to, (A) instruct the
Securities Intermediary to remit to the Company on the Purchase Contract
Settlement Date such portion of the proceeds of such Permitted Investments as
is equal to the aggregate Purchase Price under all Purchase Contracts in
respect of which Cash Settlement has been affected as provided in this Section
5.02 to the Company on the Purchase Contract Settlement Date, and (B) release
any amounts in excess of such amount earned from such Permitted Investments to
the Purchase Contract Agent for distribution to the Holders who have effected
Cash Settlement pro-rata in proportion to the amount paid by such Holders under
Section 5.02(a)(ii) above, as adjusted to reflect the period of time that each
such Holder’s cash was invested in such Permitted Investments. 


38






                    (b)
Remarketing. (i) The Company or
the Purchase Contract Agent, at the Company’s request, shall provide a notice
(the “Remarketing Notice”), not
later than 10:00 a.m., New York City time, on October 5, 2010, to Holders of
Units and holders of Separate Senior Notes of the Remarketing to take place by
providing a written notice to such Holders of Units and holders of Separate
Senior Notes and by issuing a press release and causing such Remarketing Notice
to be published not later than 10:00 a.m. New York City time on such day. The
press release to be issued under this subsection shall be published by making a
timely release to an appropriate news agency such as Bloomberg Business News or
the Dow Jones News Service. Such Remarketing Notice shall specify the First
Remarketing Date, the dates of the Remarketing Period, procedures to be
followed in the Remarketing and specify the Cash Settlement amount payable in accordance
with Section 5.02 if Holders elect not to participate in the Remarketing.
Unless a Special Event Redemption or a Termination Event has occurred prior to
the First Remarketing Date, in order to dispose of the Senior Notes underlying
Pledged Applicable Ownership Interests in Senior Notes of any Holders of
Corporate Units who have not notified the Purchase Contract Agent of their
intention to effect a Cash Settlement as provided in Section 5.02(a)(i) above,
or who have so notified the Purchase Contract Agent but failed to make such
payment as required by Section 5.02(a)(ii) above, the Company shall engage the
Remarketing Agents pursuant to the Remarketing Agreement to sell such Senior
Notes. The Purchase Contract Agent, based on the notices specified pursuant to
Section 5.02(a)(iv), shall notify the Remarketing Agents, promptly after 5:00
p.m. (New York City time) on the first Business Day immediately preceding the
First Remarketing Date, of the aggregate principal amount of Senior Notes
attributable to the Pledged Applicable Ownership Interests in Senior Notes that
are to be remarketed. Concurrently, the Custodial Agent, based on the notices
specified in clause (ii) below of this Section 5.02(b), will present for
Remarketing the Separate Senior Notes to the Remarketing Agents. 


	
 

	
 


	
 

	
                    (ii)
 Prior to 5:00 p.m. (New York City time) on the second Business Day
 immediately preceding the First Remarketing Date, but no earlier than the
 Payment Date immediately preceding such date, holders of Separate Senior
 Notes may elect to have their Separate Senior Notes remarketed in all
 Remarketings under the Remarketing Agreement by delivering their Separate
 Senior Notes, along with a notice of such election, substantially in the form
 of Exhibit L attached hereto, to the Custodial Agent. After such time, such
 election shall become an irrevocable election to have such Separate Senior
 Notes remarketed in all Remarketings. The Custodial Agent shall hold the
 Separate Senior Notes in an account separate from the Collateral Account in
 which the Senior Notes underlying the Pledged Applicable Ownership Interests
 in Senior Notes shall be held. Holders of Separate Senior Notes electing to
 have their Separate Senior Notes remarketed will also have the right to
 withdraw that election by written notice to the Custodial Agent,
 substantially in the form of Exhibit M hereto, on or prior to 5:00 p.m. (New
 York City time) on the second Business Day immediately preceding the First
 Remarketing Date, and following such notice the Custodial Agent shall return
 such Separate Senior Notes to such holder. 


	
 

	
 


	
 

	
                    (iii)
 Upon receipt of notice from the Purchase Contract Agent as set forth in
 Section 5.02(b)(i) above and receipt of the Separate Senior Notes (if any)
 from the Custodial Agent, the Remarketing Agents shall, on the First
 Remarketing Date, use reasonable efforts to remarket such Senior Notes and
 such Separate Senior Notes at a price (the “Remarketing
 Price”) equal to at least 100% of the aggregate principal amount
 of such Senior Notes and such Separate Senior Notes being remarketed, as
 provided in the Remarketing Agreement, for settlement on the Purchase
 Contract Settlement Date. If, in spite of using their reasonable efforts, the
 Remarketing Agents cannot remarket such Senior Notes and such Separate Senior
 Notes at the Remarketing Price (other than to the Company) for any reason, or
 the remarketing has not occurred 





39







	
 

	
 


	
 

	
because a
 condition precedent to the remarketing has not been fulfilled (in each case, a
 “Failed Remarketing”) on the
 First Remarketing Date, the Remarketing Agents shall, on each successive
 Business Day to and including the earlier of (i) the Final Remarketing Date
 and (ii) the day on which a Successful Remarketing (as defined in Section 5.02(b)(iv))
 is consummated, use their reasonable efforts to remarket such Senior Notes
 and such Separate Senior Notes at the Remarketing Price for settlement on the
 Purchase Contract Settlement Date.


	
 

	
 


	
 

	
                    (iv)
 If the Remarketing Agents are able to remarket such Senior Notes and such
 Separate Senior Notes (if any) in any Remarketing (to parties other than the
 Company) in accordance with the Remarketing Agreement (a “Successful Remarketing”), the Collateral
 Agent shall:


	
 

	
 








	
 

	
 


	
 

	
                    (A)
 on the Purchase Contract Settlement Date, instruct the Securities
 Intermediary to Transfer the Senior Notes underlying Pledged Applicable
 Ownership Interests in Senior Notes to the Remarketing Agents upon
 confirmation of deposit by the Remarketing Agents of the Proceeds of such
 Remarketing attributable to such Senior Notes in the Collateral Account; and 


	
 

	
 


	
 

	
                    (B)
 on the Purchase Contract Settlement Date, in consultation with the Purchase
 Contract Agent, instruct the Securities Intermediary to remit a portion of
 such Proceeds equal to the aggregate principal amount of such Senior Notes to
 the Company to satisfy in full the Obligations of Holders of Corporate Units
 to pay the Purchase Price for the shares of Common Stock under the related
 Purchase Contracts, and to remit the balance of such Proceeds, if any, to the
 Purchase Contract Agent for distribution to Holders. 





          On
the Purchase Contract Settlement Date, the Company shall pay the Remarketing
Fee to the Remarketing Agents in accordance with the Remarketing Agreement.
With respect to the remarketed Separate Senior Notes, upon a Successful
Remarketing, any proceeds of the Successful Remarketing attributable to the
Separate Senior Notes will be remitted to the Custodial Agent for payment on
the Purchase Contract Settlement Date to the holders of Separate Senior Notes
who submitted such Separate Senior Notes for remarketing pursuant hereto. 


	
 

	
 


	
 

	
                    (v)
 Following a Failed Remarketing on the Final Remarketing Date (a “Failed Final Remarketing”), as of the
 Purchase Contract Settlement Date, each Holder of any Pledged Applicable
 Ownership Interests in Senior Notes, unless such Holder has delivered the
 Purchase Price to the Securities Intermediary for deposit in the Collateral
 Account prior to 5:00 p.m. (New York City time) on the second Business Day
 immediately preceding the Purchase Contract Settlement Date in lawful money
 of the United States by certified or cashiers check or wire transfer in
 immediately available funds payable to or upon the order of the Securities
 Intermediary, shall be deemed to have exercised such Holder’s Put Right with
 respect to the Senior Notes underlying such Pledged Applicable Ownership
 Interests in Senior Notes and to have elected to have the Proceeds of the Put
 Right set-off against such Holder’s obligation to pay the aggregate Purchase
 Price for the shares of Common Stock to be issued under the related Purchase
 Contracts in full satisfaction of such Holders’ obligations under such
 Purchase Contracts. 





40







	
 

	
 


	
 

	
Following
 such set-off, each such Holder’s obligations to pay the Purchase Price for
 the shares of Common Stock will be deemed to be satisfied in full, and the
 Collateral Agent shall cause the Securities Intermediary to release the
 Senior Notes underlying such Pledged Applicable Interests in Senior Notes
 from the Collateral Account and shall promptly transfer such Senior Notes to
 the Company. 


	
 

	
 


	
 

	
                    (vi)
 Not later than October 5, 2010, the Company shall request the Depositary or
 its nominee to notify the Beneficial Owners or Depositary Participants
 holding Units and Separate Senior Notes of the procedures to be followed in
 each Remarketing including, in the case of a Failed Final Remarketing, the
 procedures that must be followed by a holder of Separate Senior Notes if such
 Holder wishes to exercise its Put Right or by a Holder if such Holder elects
 not to exercise its Put Right. 


	
 

	
 


	
 

	
                    (vii)
 The Company agrees to use its commercially reasonable efforts to ensure that,
 if required by applicable law, (x) a registration statement, including a
 prospectus, under the Securities Act with regard to the full amount of the
 Senior Notes to be remarketed in each Remarketing in each case in a form that
 may be used by the Remarketing Agents in connection with such Remarketing
 shall be effective with the Securities and Exchange Commission and (y) to
 make available copies of such prospectus. 


	
 

	
 


	
 

	
                    (viii)
 The Company shall issue a press release and cause a notice of any Failed
 Final Remarketing to be published (with a copy of such notice to be provided
 to the Purchase Contract Agent) before 9:00 a.m. New York City time on the
 Business Day immediately following such Failed Final Remarketing. The press
 release to be issued under this subsection shall be published by making a
 timely release to an appropriate news agency such as Bloomberg Business News
 or the Dow Jones News Service. 





                    (c)
In the case of a Treasury Unit or a Corporate Unit (if Applicable Ownership
Interests in the Treasury Portfolio have replaced the Applicable Ownership
Interests in Senior Notes as a component of such Corporate Unit), upon the
maturity of the Pledged Treasury Securities or the appropriate Pledged
Applicable Ownership Interests in the Treasury Portfolio held by the Securities
Intermediary on or prior to the Business Day immediately preceding the Purchase
Contract Settlement Date, the principal amount of the Treasury Securities or
the appropriate Pledged Applicable Ownership Interests in the Treasury
Portfolio received by the Securities Intermediary shall be invested promptly in
Permitted Investments of the type described in clause (6) of the definition of
Permitted Investments, which have been designated by the Company in writing
from time to time in a standing instruction to the Securities Intermediary
which shall be effective until revoked or superseded. On the Purchase Contract
Settlement Date, an amount equal to the Purchase Price for all related Purchase
Contracts shall be remitted to the Company as payment of such Holder’s
Obligations under such Purchase Contracts without receiving any instructions
from the Holder. In the event the sum of the Proceeds from either the related
Pledged Treasury Securities or the related Pledged Applicable Ownership
Interests in the Treasury Portfolio and the Proceeds from such Permitted
Investments is in excess of the aggregate Purchase Price, the Collateral Agent
shall cause the Securities Intermediary to distribute such excess, when
received by the Securities Intermediary, to the Purchase Contract Agent for the
benefit of the Holder of the related Treasury Units or Corporate Units, as
applicable. 


                    (d)
The obligations of the Holders to pay the Purchase Price are non-recourse
obligations and, except to the extent satisfied by Early Settlement, Cash
Merger Early Settlement or Cash Settlement or terminated upon a Termination
Event, are payable solely out of the proceeds of any 


41






Collateral pledged
to secure the obligations of the Holders, and in no event will Holders be
liable for any deficiency between the proceeds of the disposition of Collateral
and the Purchase Price. 


                    (e)
The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates thereof to the
Holder of the related Units unless the Company shall have received payment for
the Common Stock to be purchased thereunder in the manner herein set forth. 


          Section
5.03 Issuance of Shares of Common Stock.
Unless a Termination Event, an Early Settlement or a Cash Merger Early
Settlement shall have occurred, subject to Section 5.04(b), on the Purchase
Contract Settlement Date upon receipt of the aggregate Purchase Price payable
on all Outstanding Units in accordance with Section 5.02 above, the Company
shall issue and deposit with the Purchase Contract Agent, for the benefit of
the Holders of the Outstanding Units, one or more certificates representing
newly issued shares of Common Stock registered in the name of the Purchase
Contract Agent (or its nominee) as custodian for the Holders (such certificates
for shares of Common Stock, together with any dividends or distributions for
which a record date and payment date for such dividend or distribution has
occurred after the Purchase Contract Settlement Date, being hereinafter
referred to as the “Purchase Contract
Settlement Fund”) to which the Holders are entitled hereunder. 


          Subject
to the foregoing, upon surrender of a Certificate to the Purchase Contract
Agent on or after the Purchase Contract Settlement Date, Early Settlement Date
or Cash Merger Early Settlement Date, as the case may be, together with
settlement instructions thereon duly completed and executed, the Holder of such
Certificate shall be entitled to receive forthwith in exchange therefor a
certificate representing that number of newly issued whole shares of Common
Stock which such Holder is entitled to receive pursuant to the provisions of
this Article 5 (after taking into account all Units then held by such Holder),
together with cash in lieu of fractional shares as provided in Section 5.08 and
any dividends or distributions with respect to such shares constituting part of
the Purchase Contract Settlement Fund, but without any interest thereon, and
the Certificate so surrendered shall forthwith be cancelled. Such shares shall
be registered in the name of the Holder or the Holder’s designee as specified
in the settlement instructions provided by the Holder to the Purchase Contract
Agent. If any shares of Common Stock issued in respect of a Purchase Contract
are to be registered in the name of a Person other than the Person in whose
name the Certificate evidencing such Purchase Contract is registered (but
excluding any Depositary or nominee thereof), no such registration shall be
made unless and until the Person requesting such registration has paid any
transfer and other taxes (including any applicable stamp taxes) required by
reason of such registration in a name other than that of the registered Holder
of the Certificate evidencing such Purchase Contract or has established to the
satisfaction of the Company that such tax either has been paid or is not
payable. 


          Section
5.04 Adjustment of each Fixed Settlement
Rate. (a) Each Fixed Settlement Rate shall be subject to the
following adjustments: 


	
 

	
 


	
 

	
                    (i)
 Stock Dividends. In case the
 Company shall pay or make a dividend or other distribution on the Common Stock
 in Common Stock, each Fixed Settlement Rate, as in effect at the opening of
 business on the day following the date fixed for the determination of
 stockholders of the Company entitled to receive such dividend or other
 distribution shall be increased by dividing each Fixed Settlement Rate by a
 fraction of which the numerator shall be the number of shares of Common Stock
 outstanding at the close of business on the date fixed for such determination
 and the denominator shall be the sum of such number of shares and the total
 number of shares constituting such dividend or other distribution, each such
 increase to become effective immediately after the opening of business on the
 day following the date fixed for such determination. 





42







	
 

	
 


	
 

	
                    (ii)
 Stock Purchase Rights. In case
 the Company shall issue to all holders of its Common Stock rights, options,
 warrants or other securities, entitling them to subscribe for or purchase
 shares of Common Stock for a period expiring within 45 days from the date of
 issuance of such rights, options, warrants or other securities at a price per
 share of Common Stock less than the Current Market Price on the date fixed
 for the determination of stockholders of the Company entitled to receive such
 rights, options, warrants or securities (other than pursuant to a dividend
 reinvestment, share purchase or similar plan), each Fixed Settlement Rate in
 effect at the opening of business on the day following the date fixed for
 such determination shall be increased by dividing each Fixed Settlement Rate
 by a fraction, the numerator of which shall be the number of shares of Common
 Stock outstanding at the close of business on the date fixed for such
 determination plus the number of shares of Common Stock which the aggregate
 consideration expected to be received by the Company upon the exercise,
 conversion or exchange of such rights, options, warrants or securities (as
 determined in good faith by the Board of Directors, whose determination shall
 be conclusive and described in a Board Resolution) would purchase at such
 Current Market Price and the denominator of which shall be the number of
 shares of Common Stock outstanding at the close of business on the date fixed
 for such determination plus the number of shares of Common Stock so offered
 for subscription or purchase, either directly or indirectly, each such
 increase to become effective immediately after the opening of business on the
 day following the date fixed for such determination. 


	
 

	
 


	
 

	
                    (iii)
 Stock Splits; Reverse Splits; and
 Combinations. In case outstanding shares of Common Stock shall be
 subdivided, split or reclassified into a greater number of shares of Common
 Stock, each Fixed Settlement Rate in effect at the opening of business on the
 day following the day upon which such subdivision, split or reclassification
 becomes effective shall be proportionately increased, and, conversely, in
 case outstanding shares of Common Stock shall each be combined or
 reclassified into a smaller number of shares of Common Stock, each Fixed
 Settlement Rate in effect at the opening of business on the day following the
 day upon which such combination or reclassification becomes effective shall
 be proportionately reduced, such increase or reduction, as the case may be,
 to become effective immediately after the opening of business on the day
 following the day upon which such subdivision, split, combination or
 reclassification becomes effective. 


	
 

	
 


	
 

	
                    (iv)
 Debt, Asset or Security Distributions.
 (1) In case the Company shall, by dividend or otherwise, distribute to all
 holders of its Common Stock evidences of its indebtedness, assets or
 securities (but excluding any rights, options, warrants or other securities
 referred to in paragraph (a)(ii) of this Section 5.04, any dividend or
 distribution paid exclusively in cash referred to in paragraph (a)(v) of this
 Section 5.04, any dividend, shares of capital stock of any class or series,
 or similar equity interests, of or relating to a subsidiary or other business
 unit in the case of a Spin-Off referred to in the next subparagraph, and any
 dividend or distribution referred to in paragraph (a)(i) of this Section
 5.04), each Fixed Settlement Rate shall be increased by dividing each Fixed
 Settlement Rate in effect immediately prior to the close of business on the
 date fixed for the determination of stockholders of the Company entitled to
 receive such distribution by a fraction, the numerator of which shall be the
 Current Market Price on the date fixed for such determination less the then
 fair market value (as determined in good faith by the Board of Directors,
 whose determination shall be conclusive and described in a Board Resolution)
 of the portion of the assets or evidences of indebtedness so distributed
 applicable to one share of Common Stock and the denominator of which 





43







	
 

	
 


	
 

	
shall be
 such Current Market Price, such adjustment to become effective immediately
 after the opening of business on the day following the date fixed for the
 determination of stockholders of the Company entitled to receive such
 distribution. In any case in which this paragraph (a)(iv)(1) is applicable,
 paragraph (a)(iv)(2) of this Section 5.04 shall not be applicable.








	
 

	
 


	
 

	
                    (2)
 In the case of a Spin-Off, each Fixed Settlement Rate in effect immediately
 before the close of business on the record date fixed for determination of
 stockholders of the Company entitled to receive that distribution will be
 increased by dividing each Fixed Settlement Rate by a fraction, the numerator
 of which is the Current Market Price and the denominator of which is the
 Current Market Price plus the Fair Market Value of the portion of those
 shares of capital stock or similar equity interests so distributed applicable
 to one share of Common Stock. Any adjustment to the Fixed Settlement Rate
 under this paragraph (a)(iv)(2) will occur on the date that is the earlier of
 (A) the 10th Trading Day from, and including, the effective date of the
 Spin-Off and (B) the date of the securities being offered in the Initial
 Public Offering of the Spin-Off, if that Initial Public Offering is effected
 simultaneously with the Spin-Off. 








	
 

	
 


	
 

	
                    (v)
 Cash Distributions. In case the
 Company shall, by dividend or otherwise, make distributions to all holders of
 the Common Stock exclusively in cash during any quarterly period (excluding
 any cash that is distributed in a Reorganization Event to which Section
 5.04(b) applies or as part of a distribution referred to in paragraph (a)(iv)
 of this Section 5.04) in an amount in excess of $0.25 per share of Common
 Stock (the “Reference Dividend”),
 immediately after the close of business on such date for determination, each
 Fixed Settlement Rate shall be increased by dividing each Fixed Settlement
 Rate in effect immediately prior to the close of business on the date fixed
 for determination of the stockholders of the Company entitled to receive such
 distribution by a fraction, the numerator of which shall be equal to the
 Current Market Price on the date fixed for such determination less the per
 share amount of the distribution and the denominator of which shall be equal
 to the Current Market Price on the date fixed for such determination minus
 the Reference Dividend. 


	
 

	
 


	
 

	
                    (vi)
 Tender Offers and Exchange Offers.
 In the case that a tender or exchange offer made by the Company or any
 subsidiary of the Company for all or any portion of the Common Stock shall
 expire and such tender or exchange offer (as amended through the expiration
 thereof) shall require the payment to stockholders of the Company (based on
 the acceptance (up to any maximum specified in the terms of the tender or
 exchange offer) of Purchased Shares) of an aggregate consideration having a
 fair market value (as determined in good faith by the Board of Directors,
 whose determination shall be conclusive and described in a Board Resolution)
 per share of the Common Stock that exceeds the closing price of the Common
 Stock on the Trading Day next succeeding the last date on which tenders or
 exchanges may be made pursuant to such tender or exchange offer, then,
 immediately prior to the opening of business on the day after the date of the
 last time (the “Expiration Time”)
 tenders could have been made pursuant to such tender or exchange offer (as
 amended through the Expiration Time), each Fixed Settlement Rate shall be
 increased by dividing each Fixed Settlement Rate immediately prior to the
 close of business on the date of the Expiration Time by a fraction (A) the
 numerator of which shall be equal to (x) the product of (I) the Current
 Market Price on the date of the Expiration Time and (II) the number of shares
 of Common Stock outstanding (including any tendered or exchanged shares) on
 the date of 





44







	
 

	
 


	
 

	
the
 Expiration Time less (y) the amount of Cash plus the fair market value
 (determined as aforesaid) of the aggregate consideration payable to
 stockholders of the Company pursuant to the tender or exchange offer
 (assuming the acceptance, up to any maximum specified in the terms of the
 tender or exchange offer, of Purchased Shares), and (B) the denominator of
 which shall be equal to the product of (x) the Current Market Price on the
 date of the Expiration Time and (y) the result of (I) the number of shares of
 Common Stock outstanding (including any tendered or exchanged shares) on the
 date of the Expiration Time less (II) the number of all shares validly
 tendered, not withdrawn and accepted for payment on the date of the
 Expiration Time (such validly tendered shares, up to any such maximum, being
 referred to as the “Purchased Shares”).


	
 

	
 


	
 

	
                    (vii)
 If any adjustments are made to each Fixed Settlement Rate pursuant to this
 Section 5.04(a), an adjustment shall also be made to the Applicable Market
 Value solely to determine which of clauses (i), (ii) or (iii) of the
 definition of Settlement Rate in Section 5.01(a) will apply on the Purchase
 Contract Settlement Date or any Cash Merger Early Settlement Date. Such
 adjustment shall be made by multiplying the Applicable Market Value by the
 Adjustment Factor. The “Adjustment Factor”
 means, initially, a fraction the numerator of which shall be the Maximum
 Settlement Rate immediately after the first adjustment to each Fixed
 Settlement Rate pursuant to this Section 5.04(a) and the denominator of which
 shall be the Maximum Settlement Rate immediately prior to such adjustment.
 Each time an adjustment is required to be made to each Fixed Settlement Rate
 pursuant to this Section 5.04(a), the Adjustment Factor shall be multiplied
 by a fraction the numerator of which shall be the Maximum Settlement Rate
 immediately after such adjustment to each Fixed Settlement Rate pursuant to
 this Section 5.04(a) and the denominator of which shall be the Maximum
 Settlement Rate immediately prior to such adjustment. Notwithstanding the
 foregoing, if any adjustment to each Fixed Settlement Rate is required to be
 made pursuant to the occurrence of any of the events contemplated by this
 Section 5.04(a) during the Observation Period, the 20 individual Closing
 Prices used to determine the Applicable Market Value shall be adjusted rather
 than the Applicable Market Value and the Applicable Market Value shall be
 determined by (A) multiplying the Closing Prices for Trading Days prior to
 such adjustment to each Fixed Settlement Rate by the Adjustment Factor in
 effect prior to such adjustment, (B) multiplying the Closing Prices for
 Trading Days following such adjustment by the Adjustment Factor reflecting
 such adjustment, and (C) dividing the sum of all such adjusted Closing Prices
 by 20. 


	
 

	
 


	
 

	
                    (viii)
 Calculation of Adjustments. All
 adjustments to the Fixed Settlement Rate shall be calculated to the nearest
 1/10,000th of a share of Common Stock (or if there is not a nearest
 1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment
 in the Fixed Settlement Rate shall be required unless such adjustment would
 require an increase or decrease of at least one percent therein; provided, that any adjustments which by
 reason of this subparagraph are not required to be made shall be carried
 forward and taken into account in any subsequent adjustment; and provided further that effect shall be
 given to all adjustments not later than the applicable Settlement Date for a
 Unit. 


	
 

	
 


	
 

	
                    (ix)
 Increase of Settlement Rate.
 The Company may make such increases in the Settlement Rate, in addition to
 those required by this Section 5.04(a), as the Board of Directors considers
 advisable in order to avoid or diminish any income tax to any holders of
 shares of Common Stock resulting from any dividend or distribution of 





45







	
 

	
 


	
 

	
stock or
 issuance of rights or warrants to purchase or subscribe for stock or from any
 event treated as such for income tax purposes or for any other reasons. 


	
 

	
 


	
 

	
                    (x)
 If the Company hereafter adopts any stockholder rights plan involving the
 issuance of preference share purchase rights or other similar rights (the “Rights”) to all holders of the Common
 Stock, a Holder shall be entitled to receive upon settlement of any Purchase
 Contract, in addition to the shares of Common Stock issuable upon settlement
 of such Purchase Contract, the related Rights for the Common Stock, unless
 such Rights under the future stockholder rights plan have separated from the
 Common Stock at the time of conversion, in which case each Settlement Rate
 shall be adjusted as provided in Section 5.04(a)(iv) on the date such Rights
 separate from the Common Stock. 





                    (b)
Adjustment for Consolidation, Merger or
Other Reorganization Event. (i) Upon a Reorganization Event, each
Unit shall thereafter, in lieu of a variable number of shares of Common Stock,
be settled by delivery of a variable number of Exchange Property Units. An “Exchange Property Unit” represents the
right to receive the kind and amount of securities, cash and other property
receivable in such Reorganization Event (without any interest thereon, and
without any right to dividends or distributions thereon that have a record date
that is prior to the applicable Settlement Date) per share of Common Stock by a
holder of Common Stock that (1) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (any such
Person, a “Constituent Person”),
or an Affiliate of a Constituent Person to the extent such Reorganization Event
provides for different treatment of Common Stock held by Affiliates of the
Company and non Affiliates. In the event holders of Common Stock have the
opportunity to elect the form of consideration to be received in such
transaction, the Exchange Property Unit that Holders of the Corporate Units or
Treasury Units would have been entitled to receive will be deemed to be the
weighted average of the types and amounts of consideration received by the
holders of Common Stock that affirmatively make an election. The number of
Exchange Property Units to be delivered upon settlement of a Purchase Contract
following the effective date of a Reorganization Event shall equal the
Settlement Rate, subject to adjustment as provided in Section 5.04, determined
as if the references to “shares of Common Stock” in Section 5.01(a)(i), (ii)
and (iii) were to “Exchange Property Units.” 


          In
the event of such a Reorganization Event, the Person formed by such
consolidation, or merger or the Person which acquires the assets of the Company
shall execute and deliver to the Purchase Contract Agent an agreement
supplemental hereto providing that the Holder of each Unit that remains
Outstanding after the Reorganization Event (if any) shall have the rights
provided by this Section 5.04(b). Such supplemental agreement shall provide for
adjustments to the amount of any securities constituting all or a portion of an
Exchange Property Unit which, for events subsequent to the effective date of
such Reorganization Event, shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section 5.04. The above provisions of
this Section 5.04(b) shall similarly apply to successive Reorganization Events.



	
 

	
 


	
 

	
                    (ii)
 Prior to the Purchase Contract Settlement Date, if the Company enters into a
 consolidation, acquisition or merger, or a sale of all or substantially all
 of the assets of the Company, in each case in which 10% or more of the
 consideration received by holders of Common Stock consists of cash or cash
 equivalents (a “Cash Merger”),
 then following such Cash Merger a Holder of a Unit will have the right to
 accelerate and settle (“Cash Merger Early Settlement”) its Purchase
 Contract, upon the conditions set forth below, at the Settlement Rate
 (determined as if the Applicable Market Value equaled the Stock Price), plus
 an additional make-whole amount of shares (the “Make-





46







	
 

	
 


	
 

	
Whole Share Amount”); provided that no Cash Merger Early
 Settlement will be permitted pursuant to this Section 5.04(b)(ii) unless, at
 the time such Cash Merger Early Settlement is effected, there is an effective
 Registration Statement with respect to any securities to be issued and
 delivered in connection with such Cash Merger Early Settlement, if such a
 Registration Statement is required (in the view of counsel, which need not be
 in the form of a written opinion, for the Company) under the Securities Act.
 If such a Registration Statement is so required, the Company covenants and
 agrees to use its commercially reasonable efforts to (x) have in effect a
 Registration Statement covering any securities to be delivered in respect of
 the Purchase Contracts being settled and (y) provide a Prospectus in
 connection therewith, in each case in a form that may be used in connection
 with such Cash Merger Early Settlement. In the event that a Holder seeks to
 exercise its Cash Merger Early Settlement right and a Registration Statement
 is required to be effective in connection with the exercise of such right but
 no such Registration Statement is then effective, the Holder’s exercise of
 such right shall be void unless and until such a Registration Statement shall
 be effective and the Company shall have no further obligation with respect to
 any such Registration Statement if, notwithstanding using its commercially
 reasonable efforts, no Registration Statement is then effective.





          If
a Holder elects a Cash Merger Early Settlement of some or all of its Purchase
Contracts, such Holder shall be entitled to receive, on the Cash Merger Early
Settlement Date, the aggregate amount of any accrued and unpaid Contract
Adjustment Payments, with respect to such Purchase Contracts. The Company shall
pay such amount as a credit against the amount otherwise payable by such Holder
to effect such Cash Merger Early Settlement. 


          Within
five Business Days of the completion of a Cash Merger, the Company shall
provide written notice to Holders of Units of such completion of a Cash Merger,
which shall specify (1) the deadline for submitting the notice to settle early
in cash pursuant to this Section 5.04(b)(ii) and how and where such notice to
settle early should be delivered, (2) the date on which such Cash Merger Early
Settlement shall occur (which date shall be at least ten days after the date of
the notice but not later than the earlier of 20 days after the date of such
notice or two Business Days prior to the first Remarketing Date) (the “Cash Merger
Early Settlement Date”), (3) the amount of cash payable in respect
of the exercise of such Cash Merger Early Settlement (giving effect to the
credit for any accrued and unpaid Contract Adjustment Payments as provided in
the preceding paragraph), (4) the applicable Settlement Rate, (5) the
Make-Whole Share Amount and (6) the amount (per share of Common Stock) of cash,
securities and other consideration receivable by the Holder, including any
amount of Contract Adjustment Payments receivable, upon settlement. 


          Corporate
Units Holders (unless Applicable Ownership Interests in the Treasury Portfolio
have replaced Applicable Ownership Interests in Senior Notes as a component of
the Corporate Units) and Treasury Units Holders may only effect Cash Merger
Early Settlement pursuant to this Section 5.04(b)(ii) in integral multiples of
40 Corporate Units or Treasury Units, as the case may be. If Applicable
Ownership Interests in the Treasury Portfolio have replaced Applicable
Ownership Interests in Senior Notes as a component of the Corporate Units,
Corporate Units Holders may only effect Cash Merger Early Settlement pursuant
to this Section 5.04(b)(ii) in multiples of 6,400 Corporate Units. Other than
the provisions relating to timing of notice and settlement, which shall be as
set forth above, the provisions of Section 5.01 shall apply with respect to a
Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii). 


          In
order to exercise the right to effect Cash Merger Early Settlement with respect
to any Purchase Contracts, the Holder of the Certificate evidencing Units shall
deliver to the Purchase Contract Agent, no 


47









later than
4:00 p.m., New York City time, on the third Business Day immediately preceding
the Cash Merger Early Settlement Date, such Certificate to the Purchase
Contract Agent at the Corporate Trust Office duly endorsed for transfer to the
Company or in blank with the form of Election to Settle Early on the reverse
thereof duly completed and accompanied by payment (payable to the Company in
immediately available funds) in an amount equal to the excess of: 


                    (A)
product of (1) the Stated Amount times (2) the number of Purchase
Contracts with respect to which the Holder has elected to effect Cash Merger
Early Settlement, over


                    (B)
the amount of any accrued and unpaid Contract Adjustment Payments (excluding,
if the Cash Merger Early Settlement occurs after the Record Date for such
Contract Adjustment Payments, the amount of such payments to be made on the
Payment Date immediately succeeding such Record Date).


In the event
that Units are held by or through DTC or another Depositary, the exercise of
the right to effect Cash Merger Early Settlement shall occur in conformity with
the procedures established by DTC or such Depositary.


          Upon
receipt of any such Certificate and payment of such funds, the Purchase
Contract Agent shall pay the Company from such funds the related Purchase Price
pursuant to the terms of the related Purchase Contracts, and notify the
Collateral Agent that all the conditions necessary for a Cash Merger Early
Settlement by a Holder of Units have been satisfied pursuant to which the
Purchase Contract Agent has received from such Holder, and paid to the Company
as confirmed in writing by the Company, the related Purchase Price.


          Upon
receipt by the Collateral Agent of the notice from the Purchase Contract Agent
set forth in the preceding paragraph, the Collateral Agent shall release from
the Pledge, (1) the Senior Notes underlying the Pledged Applicable Ownership
Interests in Senior Notes or the Pledged Applicable Ownership Interests in the Treasury
Portfolio, in the case of a Holder of Corporate Units or (2) the Pledged
Treasury Securities, in the case of a Holder of Treasury Units, in each case
with a Value equal to the product of (x) the Stated Amount times (y) the number
of Purchase Contracts as to which such Holder has elected to effect Cash Merger
Early Settlement, and shall instruct the Securities Intermediary to Transfer
all such Pledged Applicable Ownership Interests in the Treasury Portfolio or
Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes
or Pledged Treasury Securities, as the case may be, to the Purchase Contract
Agent for distribution to such Holder, in each case free and clear of the
Pledge created hereby.


          If
a Holder properly effects an effective Cash Merger Early Settlement in
accordance with the provisions of this Section 5.04(b)(ii), the Company will
deliver (or will cause the Collateral Agent to deliver) to the Holder on the
Cash Merger Early Settlement Date:


                    (A)
the kind and amount of securities, cash and other property receivable upon such
Cash Merger by a Holder of the number of shares of Common Stock issuable on
account of each Purchase Contract if the Purchase Contract Settlement Date had
occurred immediately prior to such Cash Merger (based on the Settlement Rate in
effect at such time plus the Make-Whole Share Amount), assuming such Holder of
Common Stock is not a Constituent Person or an Affiliate of a 


48







Constituent
Person to the extent such Cash Merger provides for different treatment of
Common Stock held by Affiliates of the Company and non-Affiliates. In the
event holders of Common Stock have the opportunity to elect the form of
consideration to be received in the Cash Merger, the kind and amount of securities,
cash and other property receivable by Holders of the Corporate Units or
Treasury Units exercising their right to effect a Cash Merger Early Settlement
will be deemed to be the weighted average of the types and amounts of
consideration received by the holders of Common Stock that affirmatively make
an election. For the avoidance of doubt, for the purposes of determining the
Applicable Market Value (in connection with determining the appropriate
Settlement Rate to be applied in the foregoing sentence), the date of the
closing of the Cash Merger shall be deemed to be the Purchase Contract
Settlement Date;


                    (B)
the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio
or Treasury Securities, as the case may be, related to the Purchase Contracts
with respect to which the Holder is effecting a Cash Merger Early Settlement;


                    (C)
any accrued and unpaid Contract Adjustment Payments (to the extent such
payments are not offset to settle the Purchase Contracts); and


                    (D)
if so required under the Securities Act, a Prospectus as contemplated by this
Section 5.04(b)(ii).


The Corporate
Units or the Treasury Units of the Holders who do not elect Cash Merger Early
Settlement in accordance with Section 5.04(b)(ii) will continue to remain
outstanding and be subject to settlement on the Purchase Contract Settlement
Date in accordance with the terms hereof.


                    (iii)
The Make-Whole Share Amounts applicable to a Cash Merger Early Settlement will
be determined by reference to the table below, based on the date on which the
Cash Merger becomes effective (the “Effective
Date”) and the price (the “Stock
Price”) paid per share for Common Stock in such Cash Merger. If holders
of Common Stock receive only cash in such transaction, the Stock Price paid per
share will be the cash amount paid per share. Otherwise, the Stock Price paid
per share will be the average of the Closing Prices of the Common Stock on the
20 Trading Days prior to, but not including, the Effective Date of such Cash
Merger.  


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 



 
	
  

 	
  

 	
 Stock Price
 on Effective Date

 
	
  

 	
  

 	
 



 
	
  

 
	
  

 	
  

 	
 $10.00

 	
  

 	
 $15.00

 	
  

 	
 $20.00

 	
  

 	
 $25.00

 	
  

 	
 $30.00

 	
  

 	
 $35.00

 	
  

 	
 $40.00

 	
  

 	
 $45.00

 	
  

 	
 $50.00

 	
  

 	
 $55.00

 	
  

 	
 $60.00

 	
  

 	
 $80.00

 	
  

 	
 $100.00

 	
  

 	
 $125.00

 	
  

 	
 $150.00

 
	
  

 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 	
  

 	
 



 
	
 Effective Date

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 October 17, 2007

 	
  

 	
 0.3197

 	
  

 	
 0.1976

 	
  

 	
 0.1219

 	
  

 	
 0.0679

 	
  

 	
 0.0285

 	
  

 	
 0.0003

 	
  

 	
 0.0687

 	
  

 	
 0.0831

 	
  

 	
 0.0717

 	
  

 	
 0.0630

 	
  

 	
 0.0562

 	
  

 	
 0.0398

 	
  

 	
 0.0311

 	
  

 	
 0.0243

 	
  

 	
 0.0197

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 November 17, 2008

 	
  

 	
 0.2066

 	
  

 	
 0.1300

 	
  

 	
 0.0788

 	
  

 	
 0.0366

 	
  

 	
 0.0021

 	
  

 	
 0.0000

 	
  

 	
 0.0456

 	
  

 	
 0.0612

 	
  

 	
 0.0511

 	
  

 	
 0.0437

 	
  

 	
 0.0383

 	
  

 	
 0.0264

 	
  

 	
 0.0205

 	
  

 	
 0.0159

 	
  

 	
 0.0129

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 November 17, 2009

 	
  

 	
 0.0986

 	
  

 	
 0.0642

 	
  

 	
 0.0409

 	
  

 	
 0.0144

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0255

 	
  

 	
 0.0401

 	
  

 	
 0.0302

 	
  

 	
 0.0239

 	
  

 	
 0.0199

 	
  

 	
 0.0130

 	
  

 	
 0.0100

 	
  

 	
 0.0077

 	
  

 	
 0.0062

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 November 17, 2010

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
 0.0000

 	
  

 	
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 0.0000

 



49







          The
Stock Prices set forth in the first row of the table (i.e., the column headers) will be adjusted
upon the occurrence of certain events requiring adjustments to each Fixed
Settlement Rate pursuant to Section 5.04(a).


          Each
of the Make-Whole Share Amounts set forth in the table will be subject to
adjustment in the same manner as the Fixed Settlement Rates as set forth in
Section 5.04(a).


          If
the Stock Price or Effective Date applicable to a Cash Merger is not expressly
set forth on the table, then the Make-Whole Share Amount will be determined as
follows:


                    (1)
if the Stock Price is between two Stock Price amounts on the table or the
Effective Date is between two dates on the table, the Make-Whole Share Amount
will be determined by straight-line interpolation between the Make-Whole
Share Amounts set forth for the higher and lower Stock Price amounts and the
two dates, as applicable, based on a 365-day year;


                    (2)
if the Stock Price is in excess of $150.00 per share (subject to adjustment as
set forth in Section 5.04(a)), then the Make-Whole Share Amount shall be zero;
and


                    (3)
if the Stock Price is less than $10.00 per share (subject to adjustment as set
forth in Section 5.04(a)) (the “Minimum Stock Price”), then the Make-Whole
Share Amount shall be determined as if the Stock Price equaled the Minimum
Stock Price, using straight-line interpolation, as described in clause (1)
above, if the Effective Date is between two dates on the table. 


                    (c)
No adjustment to the Settlement Rate need be made if Holders may participate in
the transaction that would otherwise give rise to an adjustment, so long as the
distributed assets or securities the Holders would receive upon settlement of
Units, if convertible, exchangeable, or exercisable, are convertible,
exchangeable or exercisable, as applicable, without any loss of rights or
privileges for a period of at least 45 days following settlement of the Units.


                    (d)
The Fixed Settlement Rate shall not be adjusted:


                    (1)
upon the issuance of any shares of Common Stock pursuant to any present or
future plan providing for the reinvestment of dividends or interest payable on
the Company’s securities and the investment of additional optional amounts in
shares of Common Stock under any plan;


                    (2)
upon the issuance of any shares of Common Stock or options or rights to
purchase those shares pursuant to any present or future employee, director or
consultant benefit plan or program of or assumed by the Company or any of its
subsidiaries; 


                    (3)
upon the issuance of any shares of Common Stock pursuant to any option,
warrant, right or exercisable, exchangeable or convertible security outstanding
as of the date the Units were first issued; 


50







                    (4)
for a change in the par value or no par value of the Common Stock; or 


                    (5)
for accumulated and unpaid dividends, other than to the extent contemplated by
Section 5.04(a) hereof. 


                    (e)
All calculations and determinations pursuant to this Section 5.04 shall be made
by the Company or its agent and the Purchase Contract Agent shall have no
responsibility with respect to this Agreement. 


          Section
5.05 Notice of Adjustments and Certain Other
Events. (a) Whenever the Fixed Settlement Rates are adjusted as
herein provided, the Company shall, as soon as practicable following the
occurrence of an event that requires an adjustment pursuant to Section 5.04 (or
if the Company is not aware of such occurrence, as soon as practicable after
becoming so aware): 


                    (i)
compute each adjusted Fixed Settlement Rate in accordance with Section 5.04 and
prepare and transmit to the Purchase Contract Agent an Officers’ Certificate
setting forth each adjusted Fixed Settlement Rate, the method of calculation
thereof in reasonable detail, and the facts requiring such adjustment and upon
which such adjustment is based; and 


                    (ii)
provide a written notice to the Holders of the Units of the occurrence of such
event and a statement in reasonable detail setting forth the method by which
the adjustment to each Fixed Settlement Rate was determined and setting forth
each adjusted Fixed Settlement Rate. 


                    (b)
The Purchase Contract Agent shall not at any time be under any duty or
responsibility to any Holder to determine whether any facts exist which may
require any adjustment of each Fixed Settlement Rate, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed in making the same. The Purchase Contract Agent
shall be fully authorized and protected in relying on any Officers’ Certificate
delivered pursuant to Section 5.05(a)(i) and any adjustment contained therein
and the Purchase Contract Agent shall not be deemed to have knowledge of any
adjustment unless and until it has received such certificate. The Purchase
Contract Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at the time be issued or delivered with respect to any
Purchase Contract; and the Purchase Contract Agent makes no representation with
respect thereto. The Purchase Contract Agent shall not be responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock
pursuant to a Purchase Contract or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article 5. 


          Section
5.06 Termination Event; Notice. 


          The
Purchase Contracts and all obligations and rights of the Company and the
Holders thereunder including, without limitation, the rights of the Holders to
receive and the obligation of the Company to pay any Contract Adjustment
Payments (including any accrued and unpaid Contract Adjustment Payments), and
the rights and obligations of Holders to purchase Common Stock, shall
immediately and automatically terminate, without the necessity of any notice or
action by any Holder, the Purchase Contract Agent or the Company, if, prior to
or on the Purchase Contract Settlement Date, a Termination Event shall have
occurred. 


51







          Upon
and after the occurrence of a Termination Event, the Units shall thereafter
represent the right to receive the Senior Notes underlying the Applicable
Ownership Interests in Senior Notes, the Treasury Securities or the Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, forming part
of such Units, in accordance with the provisions of Section 3.15 hereof. Upon
the occurrence of a Termination Event, the Company shall promptly but in no
event later than two Business Days thereafter give written notice to the
Purchase Contract Agent, the Collateral Agent and the Holders, at their
addresses as they appear in the Security Register. 


          Section
5.07 Early Settlement. (a)
Subject to and upon compliance with the provisions of this Section 5.07, at the
option of the Holder thereof, Purchase Contracts underlying Units may be
settled early (“Early Settlement”)
at any time prior to 5:00 p.m. (New York City time) on the second Business Day
immediately preceding the First Remarketing Date (in the case of Corporate
Units, unless a Special Event Redemption has occurred) or the second Business
Day immediately preceding the Purchase Contract Settlement Date (in the case of
Treasury Units or Corporate Units after the occurrence of a Special Event
Redemption); provided that no
Early Settlement will be permitted pursuant to this Section 5.07 unless, at the
time such Early Settlement is effected, there is an effective Registration
Statement with respect to any securities to be issued and delivered in
connection with such Early Settlement, if such a Registration Statement is
required (in the view of counsel, which need not be in the form of a written
opinion, for the Company) under the Securities Act. If such a Registration
Statement is so required, the Company covenants and agrees to use its
commercially reasonable efforts to (i) have in effect a Registration Statement
covering any securities to be delivered in respect of the Purchase Contracts
being settled and (ii) provide a Prospectus in connection therewith, in each
case in a form that may be used in connection with such Early Settlement (it
being understood that if there is a material business transaction or
development that has not yet been publicly disclosed, the Company will not be
required to provide such a Prospectus, and the right to effect Early Settlement
will not be available, until the Company has publicly disclosed such
transaction or development, provided that the Company will use its commercially
reasonable efforts to make such disclosure as soon as it is commercially
reasonable to do so). 


                    (b)
In order to exercise the right to effect Early Settlement with respect to any
Purchase Contracts, the Holder of the Certificate evidencing Units (in the case
of Certificates in definitive certificated form) shall deliver, at any time
prior to 5:00 p.m. (New York City time) on the second Business Day immediately
preceding the First Remarketing Date (in the case of Corporate Units, unless a
Special Event Redemption has occurred) or the second Business Day immediately
preceding the Purchase Contract Settlement Date (in the case of Treasury Units
or Corporate Units after the occurrence of a Special Event Redemption), such
Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed
for transfer to the Company or in blank with the form of Election to Settle
Early on the reverse thereof duly completed and accompanied by payment (payable
to the Company in immediately available funds) in an amount (the “Early Settlement Amount”) equal to: 


(i) the
product of (A) the Stated Amount and (B) the number of Purchase Contracts with
respect to which the Holder has elected to effect Early Settlement; plus


(ii) if such
delivery is made with respect to Purchase Contracts during the period from the
close of business on any Record Date next preceding any Payment Date to the
opening of business on such Payment Date, an amount equal to the Contract
Adjustment Payments payable on such Payment Date with respect to such Purchase
Contracts. 


          In
the case of Book-Entry Interests, each Beneficial Owner electing Early
Settlement must deliver the Early Settlement Amount to the Purchase Contract
Agent along with a facsimile of the Election to Settle Early form duly
completed, make book-entry transfer of such Book-Entry Interests and comply
with the applicable procedures of the Depositary. 


52







          Except
as provided above, no payment shall be made upon Early Settlement of any
Purchase Contract on account of any Contract Adjustment Payments accrued on
such Purchase Contract or on account of any dividends on the Common Stock
issued upon such Early Settlement. If the foregoing requirements are first
satisfied with respect to Purchase Contracts underlying any Units at or prior
to 5:00 p.m., New York City time, on a Business Day, such day shall be the “Early Settlement Date” with respect to such
Units and if such requirements are first satisfied after 5:00 p.m., New York
City time, on a Business Day or on a day that is not a Business Day, the “Early Settlement Date” with respect to such
Units shall be the next succeeding Business Day. 


          Upon
the receipt of such Certificate and Early Settlement Amount from the Holder,
the Purchase Contract Agent shall pay to the Company such Early Settlement
Amount, the receipt of which payment the Company shall confirm in writing. The
Purchase Contract Agent shall then notify the Collateral Agent that (A) such
Holder has elected to effect an Early Settlement, which notice shall set forth
the number of such Purchase Contracts as to which such Holder has elected to
effect Early Settlement, (B) the Purchase Contract Agent has received from such
Holder, and paid to the Company as confirmed in writing by the Company, the
related Early Settlement Amount and (C) all conditions to such Early Settlement
have been satisfied. 


          Upon
receipt by the Collateral Agent of the notice from the Purchase Contract Agent
set forth in the preceding paragraph, the Collateral Agent shall release from
the Pledge, (1) in the case of a Holder of Corporate Units, the Senior Notes
underlying the Pledged Applicable Ownership Interest in Senior Notes, or the
Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case
may be, relating to the Purchase Contracts to which Early Settlement is
effected, or (2) in the case of a Holder of Treasury Units, Pledged Treasury
Securities, in each case with a Value equal to the product of (x) the Stated
Amount times (y) the number of Purchase Contracts as to which such Holder has elected
to effect Early Settlement, and shall instruct the Securities Intermediary to
Transfer all such Pledged Applicable Ownership Interests in the Treasury
Portfolio or Senior Notes underlying such Pledged Applicable Ownership
Interests in Senior Notes or Pledged Treasury Securities, as the case may be,
to the Purchase Contract Agent for distribution to such Holder, in each case
free and clear of the Pledge created hereby. 


          Holders
of Corporate Units and Treasury Units may only effect Early Settlement pursuant
to this Section 5.07 in integral multiples of 40 Treasury Units. If Applicable
Ownership Interests in the Treasury Portfolio have replaced Applicable
Ownership Interests in Senior Notes as a component of the Corporate Units,
Corporate Units Holders may only effect Early Settlement pursuant to this
Section 5.07 in integral multiples of 6,400 Corporate Units. 


          Upon
Early Settlement of the Purchase Contracts, the rights of the Holders to
receive and the obligation of the Company to pay any Contract Adjustment
Payments (including any accrued and unpaid Contract Adjustment Payments) with
respect to such Purchase Contracts shall immediately and automatically
terminate, except that the Holders will receive any accrued and unpaid Contract
Adjustment Payments if the Early Settlement Date falls after a Record Date next
preceding any Payment Date and prior to the opening of business on such Payment
Date. 


                    (c)
Upon Early Settlement of Purchase Contracts by a Holder of the related Units,
the Company shall issue, and the Holder shall be entitled to receive, a number
of shares of Common Stock (or in the case of an Early Settlement following a
Reorganization Event, a number of Exchange Property Units) equal to the
applicable Minimum Settlement Rate for each Purchase Contract as to which Early
Settlement is effected. 


                    (d)
No later than the third Business Day after the applicable Early Settlement
Date, the Company shall cause the shares of Common Stock or Exchange Property
Units issuable upon Early 


53







Settlement of
Purchase Contracts and the Senior Notes, the Applicable Ownership Interests in
the Treasury Portfolio or Treasury Securities, as the case may be, to be issued
and delivered, together with payment in lieu of any fraction of a share, as
provided in Section 5.08. 


                    (e)
Upon Early Settlement of any Purchase Contracts, and subject to receipt of
shares of Common Stock or Exchange Property Units from the Company and the
Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or
Treasury Securities, as the case may be, from the Securities Intermediary, as
applicable, the Purchase Contract Agent shall, in accordance with the
instructions provided by the Holder thereof on the applicable form of Election
to Settle Early on the reverse of the Certificate evidencing the related Units:



                    (i)
transfer to the Holder the Senior Notes, the Applicable Ownership Interests in
the Treasury Portfolio or Treasury Securities, as the case may be, related to
such Units, 


                    (ii)
deliver to the Holder a certificate or certificates for the full number of
shares of Common Stock or Exchange Property Units issuable upon such Early
Settlement, together with payment in lieu of any fraction of a share, as
provided in Section 5.08, and 


                    (iii)
if so required under the Securities Act, deliver a Prospectus for the shares of
Common Stock issuable upon such Early Settlement as contemplated by Section 5.07(a).



                    (f)
In the event that Early Settlement is effected with respect to Purchase
Contracts underlying less than all the Units evidenced by a Certificate, upon
such Early Settlement the Company shall execute and the Purchase Contract Agent
shall execute on behalf of the Holder, authenticate and deliver to the Holder
thereof, at the expense of the Company, a Certificate evidencing the Units as
to which Early Settlement was not effected. 


          Section
5.08 No Fractional Shares. No fractional
shares or scrip representing fractional shares of Common Stock shall be issued
or delivered upon settlement on the Purchase Contract Settlement Date, or upon
Early Settlement or Cash Merger Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered
for settlement at one time by the same Holder, the number of full shares of
Common Stock which shall be delivered upon settlement shall be computed on the
basis of the aggregate number of Purchase Contracts evidenced by the
Certificates so surrendered. Instead of any fractional share of Common Stock
which would otherwise be deliverable upon settlement of any Purchase Contracts
on the Purchase Contract Settlement Date, or upon Early Settlement or Cash
Merger Early Settlement, the Company, through the Purchase Contract Agent,
shall make a cash payment in respect of such fractional interest in an amount
equal to the percentage of such fractional share multiplied by the Applicable
Market Value calculated as if the date of such settlement were the Purchase
Contract Settlement Date. The Company shall provide the Purchase Contract Agent
from time to time with sufficient funds to permit the Purchase Contract Agent
to make all cash payments required by this Section 5.08 in a timely manner. 


          Section
5.09 Charges and Taxes. The
Company will pay all stock transfer and similar taxes attributable to the
initial issuance and delivery of the shares of Common Stock pursuant to the
Purchase Contracts; provided, however, that the Company shall not be
required to pay any such tax or taxes which may be payable in respect of any
exchange of or substitution for a Certificate evidencing a Unit or any issuance
of a share of Common Stock in a name other than that of the registered Holder
of a Certificate surrendered in respect of the Units evidenced thereby, other
than in the name of the Purchase Contract 


54







Agent, as
custodian for such Holder, and the Company shall not be required to issue or
deliver such share certificates or Certificates unless or until the Person or
Persons requesting the transfer or issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid. 


          Section
5.10 Contract Adjustment Payments.
(a) Subject to Section 5.10(d), the Company shall pay, on each Payment Date,
the Contract Adjustment Payments payable in respect of each Purchase Contract
to the Person in whose name a Certificate is registered at the close of
business on the Record Date relating to such Payment Date. The Contract
Adjustment Payments will be payable at the office of the Purchase Contract
Agent in the Borough of Manhattan, New York City maintained for that purpose. If
the book-entry system for the Units has been terminated, the Contract
Adjustment Payments will be payable, at the option of the Company, by check
mailed to the address of the Person entitled thereto at such Person’s address
as it appears on the Security Register, or by wire transfer to the account
designated by such Person by a prior written notice to the Purchase Contract
Agent. If any date on which Contract Adjustment Payments are to be made is not
a Business Day, then payment of the Contract Adjustment Payments payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest in respect of any such delay). Contract Adjustment
Payments payable for any period will be computed on the basis of a 360-day year
of twelve 30-day months. The Contract Adjustment Payments will accrue from
October 23, 2007. 


                    (b)
Upon the occurrence of a Termination Event, the Company’s obligation to pay
future Contract Adjustment Payments (including any accrued Contract Adjustment
Payments) shall cease. 


                    (c)
Each Certificate delivered under this Agreement upon registration of transfer
of or in exchange for or in lieu of (including as a result of a Collateral
Substitution or the recreation of Corporate Units) any other Certificate shall
carry the right to accrued and unpaid Contract Adjustment Payments that was
carried by the Purchase Contracts underlying such other Certificates. 


                    (d)
In the case of any Unit with respect to which Early Settlement or Cash Merger
Early Settlement of the underlying Purchase Contract is effected on a date that
is after any Record Date and prior to or on the next succeeding Payment Date,
Contract Adjustment Payments otherwise payable on such Payment Date shall be
payable on such Payment Date notwithstanding such Early Settlement or Cash
Merger Early Settlement, and such Contract Adjustment Payments shall be paid to
the Person in whose name the Certificate evidencing such Unit is registered at
the close of business on such Record Date. Except as otherwise provided in the
preceding sentence or in Section 5.04(b)(ii), in the case of any Unit with
respect to which Early Settlement or Cash Merger Early Settlement of the
underlying Purchase Contract is effected, accrued and unpaid Contract
Adjustment Payments otherwise payable after the Early Settlement Date or Cash
Merger Early Settlement Date with respect to such Purchase Contract shall not
be payable. 


                    (e)
The Company’s obligations with respect to Contract Adjustment Payments will be
subordinated and junior in right of payment to the Company’s obligations under
any Senior Indebtedness. 


                    (f)
In the event (x) of any payment by, or distribution of assets of, the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution, winding-up, liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, or (y) subject to the provisions of Section 5.10(h) below,
that (i) a default shall have occurred and be continuing with respect to the
payment of principal, interest or any other monetary amounts due and payable on
any Senior Indebtedness and such default shall have continued beyond the period
of grace, if any, specified in the instrument evidencing such Senior 


55







Indebtedness
(and the Purchase Contract Agent shall have received written notice thereof
from the Company or one or more holders of Senior Indebtedness or their
representative or representatives or the trustee or trustees under any
indenture pursuant to which any such Senior Indebtedness may have been issued),
or (ii) the maturity of any Senior Indebtedness shall have been accelerated
because of a default in respect of such Senior Indebtedness (and the Purchase
Contract Agent shall have received written notice thereof from the Company or
one or more holders of Senior Indebtedness or their representative or
representatives or the trustee or trustees under any indenture pursuant to
which any such Senior Indebtedness may have been issued), then: 


                    (i)
the holders of all Senior Indebtedness shall first be entitled to receive, in
the case of clause (x) above, payment of all amounts due or to become due upon
all Senior Indebtedness and, in the case of subclauses (i) and (ii) of clause
(y) above, payment of all amounts due thereon, or provision shall be made for
such payment in money or money’s worth, before the Holders of any of the Units
are entitled to receive any Contract Adjustment Payments on the Purchase
Contracts underlying the Units; 


                    (ii)
any payment by, or distribution of assets of, the Company of any kind or
character, whether in cash, property or securities, to which the Holders of any
of the Units would be entitled except for the provisions of Section 5.10(e)
through (q), including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of such Contract Adjustment Payments on the
Purchase Contracts underlying the Units, shall be paid or delivered by the
Person making such payment or distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or otherwise, directly to the representative or
representatives of the holders of Senior Indebtedness or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of such Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid after giving effect to any concurrent
payment or distribution (or provision therefor) to the holders of such Senior
Indebtedness, before any payment or distribution is made of such Contract
Adjustment Payments to the Holders of such Units; and 


                    (iii)
in the event that, notwithstanding the foregoing, any payment by, or
distribution of assets of, the Company of any kind or character, whether in
cash, property or securities, including any such payment or distribution which
may be payable or deliverable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of Contract
Adjustment Payments on the Purchase Contracts underlying the Units, shall be
received by the Purchase Contract Agent or the Holders of any of the Units when
such payment or distribution is prohibited pursuant to Section 5.10(e) through
(q), such payment or distribution shall be paid over to the representative or
representatives of the holders of Senior Indebtedness or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
56 such Senior Indebtedness may have been issued, ratably as aforesaid, for
application to the payment of all Senior Indebtedness remaining unpaid until
all such Senior Indebtedness shall have been paid in full, after giving effect
to any concurrent payment or distribution (or provision therefor) to the
holders of such Senior Indebtedness. 


                    (g)
For purposes of Section 5.10(e) through (q), the words “cash, property or
securities” shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or 


56







securities of
the Company or any other Person provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the extent provided
in Section 5.10(e) through (q) with respect to such Contract Adjustment
Payments on the Units to the payment of all Senior Indebtedness which may at
the time be outstanding; provided that
(i) the indebtedness or guarantee of indebtedness, as the case may be, that
constitutes Senior Indebtedness is assumed by the Person, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the
holders of the Senior Indebtedness are not, without the consent of each such
holder adversely affected thereby, altered by such reorganization or
readjustment; 


                    (h)
Any failure by the Company to make any payment on or perform any other
obligation under Senior Indebtedness, other than any indebtedness incurred by
the Company or assumed or guaranteed, directly or indirectly, by the Company
for money borrowed (or any deferral, renewal, extension or refunding thereof)
or any indebtedness or obligation as to which the provisions of Section Section
5.10(e) through (q) shall have been waived by the Company in the instrument or
instruments by which the Company incurred, assumed, guaranteed or otherwise
created such indebtedness or obligation, shall not be deemed a default or event
of default if (i) the Company shall be disputing its obligation to make such
payment or perform such obligation and (ii) either (A) no final judgment
relating to such dispute shall have been issued against the Company which is in
full force and effect and is not subject to further review, including a
judgment that has become final by reason of the expiration of the time within
which a party may seek further appeal or review, and (B) in the event a
judgment that is subject to further review or appeal has been issued, the
Company shall in good faith be prosecuting an appeal or other proceeding for
review and a stay of execution shall have been obtained pending such appeal or
review. 


                    (i)
Subject to the irrevocable payment in full of all Senior Indebtedness, the
Holders of the Units shall be subrogated (equally and ratably with the holders
of all obligations of the Company which by their express terms are subordinated
to Senior Indebtedness of the Company to the same extent as payment of the
Contract Adjustment Payments in respect of the Purchase Contracts underlying
the Units is subordinated and which are entitled to like rights of subrogation)
to the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Indebtedness until all such Contract Adjustment Payments owing on the
Units shall be paid in full, and as between the Company, its creditors other
than holders of such Senior Indebtedness and the Holders, no such payment or
distribution made to the holders of Senior Indebtedness by virtue of Section
5.10(e) through (q) that otherwise would have been made to the Holders shall be
deemed to be a payment by the Company on account of such Senior Indebtedness,
it being understood that the provisions of Section 5.10(e) through (q) are and
are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of Senior Indebtedness, on the other
hand. 


                    (j)
Nothing contained in Section 5.10(e) through (q) or elsewhere in this Agreement
or in the Units is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders such Contract Adjustment Payments on the Units as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Purchase Contract Agent or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Agreement, subject to the rights, if any, under Section 5.10(e) through (q), of
the holders of Senior Indebtedness in respect of cash, property or securities
of the Company received upon the exercise of any such remedy. 


                    (k)
Upon payment or distribution of assets of the Company referred to in Section
5.10(e) through (q), the Purchase Contract Agent and the Holders shall be
entitled to rely upon any order 


57







or decree made
by any court of competent jurisdiction in which any such dissolution, winding
up, liquidation or reorganization proceeding affecting the affairs of the
Company is pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors, liquidating trustee or
Purchase Contract Agent or other person making any payment or distribution,
delivered to the Purchase Contract Agent or to the Holders, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to these
Section 5.10(e) through (q). 


                    (l)
The Purchase Contract Agent shall be entitled to rely on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee or representative on behalf of such holder) to
establish that such notice has been given by a holder of Senior Indebtedness or
a trustee or representative on behalf of any such holder or holders. In the
event that the Purchase Contract Agent determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
Section 5.10(e) through (q), the Purchase Contract Agent may request such
Person to furnish evidence to the reasonable satisfaction of the Purchase
Contract Agent as to the amount of Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
Section 5.10(e) through (q), and, if such evidence is not furnished, the
Purchase Contract Agent may defer payment to such Person pending judicial
determination as to the right of such Person to receive such payment. 


                    (m)
Nothing contained in Section 5.10(e) through (q) shall affect the obligations
of the Company to make, or prevent the Company from making, payment of the
Contract Adjustment Payments, except as otherwise provided in these Section
5.10(e) through (q). 


                    (n)
Each Holder of Units, by its acceptance thereof, authorizes and directs the
Purchase Contract Agent on its behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in Section 5.10(e)
through (q) and appoints the Purchase Contract Agent its attorney-in-fact, as
the case may be, for any and all such purposes. 


                    (o)
The Company shall give prompt written notice to the Purchase Contract Agent of
any fact known to the Company that would prohibit the making of any payment of
moneys to or by the Purchase Contract Agent in respect of the Units pursuant to
the provisions of this Section. Notwithstanding the provisions of Section
5.10(e) through (q) or any other provisions of this Agreement, the Purchase
Contract Agent shall not be charged with knowledge of the existence of any
facts that would prohibit the making of any payment of moneys to or by the
Purchase Contract Agent, or the taking of any other action by the Purchase
Contract Agent, unless and until the Purchase Contract Agent shall have
received written notice thereof mailed or delivered to the Purchase Contract
Agent at its Corporate Trust Office from the Company, any Holder, or the holder
or representative of any Senior Indebtedness; provided
that if at least two Business Days prior to the date upon which by
the terms hereof any such moneys may become payable for any purpose, the
Purchase Contract Agent shall not have received with respect to such moneys the
notice provided for in this Section, then, anything herein contained to the
contrary notwithstanding, the Purchase Contract Agent shall have full power and
authority to receive such moneys and to apply the same to the purpose for
which they were received and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to or on or after
such date. 


                    (p)
The Purchase Contract Agent in its individual capacity shall be entitled to all
the rights set forth in this Section with respect to any Senior Indebtedness at
the time held by it, to the same 


58







extent as any
other holder of Senior Indebtedness and nothing in this Agreement shall deprive
the Purchase Contract Agent of any of its rights as such holder. 


                    (q)
No right of any present or future holder of any Senior Indebtedness to enforce
the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Agreement, regardless of any knowledge thereof which any such holder may have
or be otherwise charged with. 


                    (r)
Nothing in this Section 5.10 shall apply to claims of, or payments to, the
Purchase Contract Agent under or pursuant to Section 7.07. 


                    (s)
With respect to the holders of Senior Indebtedness, (i) the duties and
obligations of the Purchase Contract Agent shall be determined solely by the
express provisions of this Agreement; (ii) the Purchase Contract Agent shall
not be liable to any such holders if it shall, acting in good faith, mistakenly
pay over or distribute to the Holders or to the Company or any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Section 5.10 or otherwise; (iii) no implied
covenants or obligations shall be read into this Agreement against the Purchase
Contract Agent; and (iv) the Purchase Contract Agent shall not be deemed to be
a fiduciary as to such holders. 


ARTICLE 6


RIGHTS AND REMEDIES OF HOLDERS


          Section
6.01 Unconditional Right of Holders to
Receive Contract Adjustment Payments and to Purchase Shares of Common Stock.
Each Holder of a Unit shall have the right, which is absolute and
unconditional, (i) subject to Article 5, to receive each Contract Adjustment
Payment with respect to the Purchase Contract comprising part of such Unit on
the respective Payment Date for such Unit and (ii) except upon and following a
Termination Event, to purchase shares of Common Stock pursuant to such Purchase
Contract and, in each such case, to institute suit for the enforcement of any
such right to receive Contract Adjustment Payments and the right to purchase
shares of Common Stock, and such rights shall not be impaired without the
consent of such Holder. 


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


          Section
6.03 Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Certificates in the last paragraph of
Section 3.10, no right or remedy herein conferred upon or reserved 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. 


59







          Section
6.04 Delay or Omission Not Waiver.
No delay or omission of any Holder to exercise any right upon a default or
remedy upon a default shall impair any such right or remedy or constitute a
waiver of any such right. Every right and remedy given by this Article 6 or by
law to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by such Holders. 


          Section
6.05 Undertaking for Costs. All
parties to this Agreement agree, and each Holder of a Unit, by its acceptance
of such Unit shall be deemed to have agreed, that any court of competent
jurisdiction may in its discretion require, in any suit for the enforcement of
any right or remedy under this Agreement, or in any suit against the Purchase
Contract Agent for any action taken, suffered or omitted by it as Purchase
Contract Agent, 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 and costs against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; provided that the provisions of this Section shall not apply
to any suit instituted by the Purchase Contract Agent, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% of
the Outstanding Units, or to any suit instituted by any Holder for the
enforcement of any Contract Adjustment Payment or interest on any Senior Notes
owed pursuant to such Holder’s Applicable Ownership Interests in Senior Notes
on or after the respective Payment Date therefor in respect of any Unit held by
such Holder, or for enforcement of the right to purchase shares of Common Stock
under the Purchase Contracts constituting part of any Unit held by such Holder.



          Section
6.06 Waiver of 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 stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Agreement; 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 Purchase Contract Agent or the Holders, but will
suffer and permit the execution of every such power as though no such law had
been enacted. 


ARTICLE 7


THE PURCHASE CONTRACT AGENT


          Section
7.01 Certain Duties and Responsibilities.



                    (a)
The Purchase Contract Agent: 


                    (i)
undertakes to perform, with respect to the Units, such duties and only such
duties as are specifically set forth in this Agreement and the Remarketing
Agreement to be performed by the Purchase Contract Agent and no implied
covenants or obligations shall be read into this Agreement or the Remarketing
Agreement against the Purchase Contract Agent; and 


                    (ii)
in the absence of bad faith on its part, may, with respect to the Units,
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Purchase Contract Agent and conforming to the requirements of this Agreement or
the Remarketing Agreement, as applicable, but in the case of any certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Purchase Contract Agent, the Purchase Contract Agent shall be
under a duty to examine the same 


60







to determine
whether or not they conform to the requirements of this Agreement or the
Remarketing Agreement, as applicable (but need not confirm or investigate the
accuracy of the mathematical calculations or other facts stated therein). 


                    (b)
No provision of this Agreement or the Remarketing Agreement shall be construed
to relieve the Purchase Contract Agent from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that: 


                    (i)
this Section 7.01(b) shall not be construed to limit the effect of Section
7.01(a); 


                    (ii)
the Purchase Contract Agent shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it shall be conclusively determined
by a court of competent jurisdiction that the Purchase Contract Agent was
negligent in ascertaining the pertinent facts; and 


                    (iii)
no provision of this Agreement or the Remarketing Agreement shall require the
Purchase Contract Agent to expend or risk its own funds or otherwise incur any
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. 


                    (c)
Whether or not therein expressly so provided, every provision of this Agreement
and the Remarketing Agreement relating to the conduct or affecting the
liability of or affording protection to the Purchase Contract Agent shall be
subject to the provisions of this Section. 


                    (d)
The Purchase Contract Agent is authorized to execute and deliver the
Remarketing Agreement in its capacity as Purchase Contract Agent. 


          Section
7.02 Notice of Default. Within 30
days after the occurrence of any default by the Company hereunder of which a
Responsible Officer of the Purchase Contract Agent has actual knowledge, the
Purchase Contract Agent shall transmit by mail to the Company and the Holders,
as their names and addresses appear in the Security Register, notice of such
default hereunder, unless such default shall have been cured or waived. 


          Section
7.03 Certain Rights of Purchase Contract
Agent. 


          Subject
to the provisions of Section 7.01: 


                    (a)
the Purchase Contract Agent may, in the absence of bad faith, conclusively rely
and shall be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties; 


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


61







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


                    (d)
the Purchase Contract Agent may consult with counsel of its selection 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 Purchase Contract Agent shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Purchase Contract Agent, in its discretion, may make reasonable further inquiry
or investigation into such facts or matters related to the execution, delivery
and performance of the Purchase Contracts as it may see fit, and, if the
Purchase Contract Agent shall determine to make such further inquiry or
investigation, it shall be entitled to examine the relevant books, records and
premises of the Company, personally or by agent or attorney; 


                    (f)
the Purchase Contract Agent may execute any of the powers hereunder or perform
any duties hereunder either directly or by or through agents, attorneys,
custodians or nominees or an Affiliate of the Purchase Contract Agent and the
Purchase Contract Agent shall not be responsible for any misconduct or
negligence on the part of any agent, attorney, custodian or nominee or an
Affiliate appointed with due care by it hereunder; 


                    (g)
the Purchase Contract Agent shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement at the request or direction of
any of the Holders pursuant to this Agreement, unless such Holders shall have
offered to the Purchase Contract Agent security or indemnity satisfactory to
the Purchase Contract Agent against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction; 


                    (h)
the Purchase Contract Agent shall not be liable for any action taken, suffered,
or omitted to be taken by it in the absence of bad faith or negligence by it
and believed by it to be authorized and within the discretion or rights or
powers conferred upon it by this Agreement; 


                    (i)
the Purchase Contract Agent shall not be deemed to have notice of any
adjustment to the Fixed Settlement Rate, the occurrence of a Termination Event
or any default hereunder unless a Responsible Officer of the Purchase Contract
Agent has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by a Responsible Offer at the Corporate
Trust Office of the Purchase Contract Agent, and such notice references the
Units or this Agreement; 


                    (j)
the Purchase Contract Agent may request that the Company deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Agreement,
which Officers’ Certificate may be signed by any person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded; 


                    (k)
the rights, privileges, protections, immunities and benefits given to the
Purchase Contract Agent, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Purchase
Contract Agent in each of its capacities hereunder, and to each officer, 


62







director,
employee of the Purchase Contract Agent and each agent, custodian and other
Person employed, in any capacity whatsoever, by the Purchase Contract Agent to
act hereunder and shall survive the resignation or removal of the Purchase
Contract Agent and the termination of this Agreement; and 


                    (l)
the Purchase Contract Agent shall not be required to initiate or conduct any
litigation or collection proceedings hereunder and shall have no
responsibilities with respect to any default hereunder except as expressly set
forth herein. 


          Section
7.04 Not Responsible for Recitals or
Issuance of Units. The recitals contained herein, in the Remarketing
Agreement and in the Certificates shall be taken as the statements of the
Company, and the Purchase Contract Agent assumes no responsibility for their
accuracy or validity. The Purchase Contract Agent makes no representations as
to the validity or sufficiency of either this Agreement or of the Units or the
Pledge or the Collateral or the Remarketing Agreement and shall have no
responsibility for perfecting or maintaining the perfection of any security
interest in the Collateral. The Purchase Contract Agent shall not be
accountable for the use or application by the Company of the proceeds in
respect of the Purchase Contracts. 


          Section
7.05 May Hold Units. Any Security
Registrar or any other agent of the Company, or the Purchase Contract Agent and
its Affiliates, in their individual or any other capacity, may become the owner
or pledgee of Units and may otherwise deal with the Company, the Collateral
Agent or any other Person with the same rights it would have if it were not
Security Registrar or such other agent, or the Purchase Contract Agent. The
Company may become the owner or pledgee of Units. 


          Section
7.06 Money Held in Custody. Money
held by the Purchase Contract Agent in custody hereunder need not be segregated
from the Purchase Contract Agent’s other funds except to the extent required by
law or provided herein. The Purchase Contract Agent shall be under no
obligation to invest or pay interest on any money received by it hereunder
except as otherwise provided hereunder or agreed in writing with the Company. 


          Section
7.07 Compensation and Reimbursement. 


          The
Company agrees: 


                    (a)
to pay to the Purchase Contract Agent compensation for all services rendered by
it hereunder and under the Remarketing Agreement as the Company and the
Purchase Contract Agent shall from time to time agree in writing; 


                    (b)
except as otherwise expressly provided for herein, to reimburse the Purchase
Contract Agent upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Purchase Contract Agent in accordance with any
provision of this Agreement and the Remarketing Agreement (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel) in connection with the negotiation, preparation, execution and
delivery and performance of this Agreement and the Remarketing Agreement and
any modification, supplement or waiver of any of the terms thereof, except any
such expense, disbursement or advance as may be attributable to its negligence,
willful misconduct or bad faith; and 


                    (c)
to indemnify the Purchase Contract Agent and any predecessor Purchase Contract
Agent and each of its directors, officers, agents and employees (collectively,
with the Purchase Contract Agent, the “Indemnitees”)
for, and to hold each Indemnitee harmless against, any loss, claim, damage,
fine, penalty, liability, fee or expense (including reasonable fees and
expenses of counsel) incurred without negligence, willful misconduct or bad
faith on its part, arising out of or in connection 


63







with the
acceptance or administration of its duties hereunder and the Remarketing
Agreement, including the Indemnitees’ reasonable costs and expenses of
defending themselves against any claim (whether asserted by the Company, a
Holder or any other Person) or liability in connection with the exercise or
performance of any of the Purchase Contract Agent’s powers or duties hereunder
or thereunder. 


          The
provisions of this Section shall survive the resignation and removal of the
Purchase Contract Agent the satisfaction or discharge of the Units and the
Purchase Contracts and the termination of this Agreement. 


          Section
7.08 Corporate Purchase Contract Agent
Required; Eligibility. There shall at all times be a Purchase
Contract Agent hereunder which shall be a Person organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having (or being a member of a bank holding company having) a combined
capital and surplus of at least $50,000,000, subject to supervision or
examination by Federal or State authority and having a corporate trust office
in the Borough of Manhattan, New York City, if there be such a Person in the
Borough of Manhattan, New York City, qualified and eligible under this Article
and willing to act on reasonable terms. If such Person publishes or files 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 Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published or filed. If at any time the Purchase Contract Agent 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. 


          Section
7.09 Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Purchase Contract
Agent and no appointment of a successor Purchase Contract Agent pursuant to this
Article shall become effective until the acceptance of appointment by the
successor Purchase Contract Agent in accordance with the applicable
requirements of Section 7.10. 


                    (b)
The Purchase Contract Agent may resign at any time by giving written notice
thereof to the Company 60 days prior to the effective date of such resignation.
If the instrument of acceptance by a successor Purchase Contract Agent required
by Section 7.10 shall not have been delivered to the Purchase Contract Agent within
30 days after the giving of such notice of resignation, the resigning Purchase
Contract Agent may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Purchase Contract
Agent. 


                    (c)
The Purchase Contract Agent may be removed at any time by Act of the Holders of
a majority in number of the Outstanding Units delivered to the Purchase
Contract Agent and the Company. If the instrument of acceptance by a successor
Purchase Contract Agent required by Section 7.10 shall not have been delivered
to the Purchase Contract Agent within 30 days after such Act, the Purchase
Contract Agent being removed may petition any court of competent jurisdiction
for the appointment of a successor Purchase Contract Agent. 


                    (d)
If at any time: 


                    (i)
the Purchase Contract Agent fails to comply with Section 310(b) of the TIA, as
if the Purchase Contract Agent were an indenture trustee under an indenture
qualified under the TIA, and shall fail to resign after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Unit for at least six months; 


64







                    (ii)
the Purchase Contract Agent shall cease to be eligible under Section 7.08 and
shall fail to resign after written request therefor by the Company or by any
such Holder; or 


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


then, in any
such case, (i) the Company by a Board Resolution may remove the Purchase
Contract Agent, or (ii) any Holder who has been a bona fide Holder of a Unit
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
Purchase Contract Agent and the appointment of a successor Purchase Contract
Agent. 


                    (e)
If the Purchase Contract Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Purchase Contract Agent
for any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Purchase Contract Agent and shall comply with the applicable
requirements of Section 7.10. If no successor Purchase Contract Agent shall
have been so appointed by the Company and accepted appointment in the manner
required by Section 7.10, any Holder who has been a bona fide Holder of a Unit
for at least six months, on behalf of itself and all others similarly situated,
or the Purchase Contract Agent may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor Purchase
Contract Agent. 


                    (f)
The Company shall give, or shall cause such successor Purchase Contract Agent
to give, notice of each resignation and each removal of the Purchase Contract
Agent and each appointment of a successor Purchase Contract Agent by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the applicable Security
Register. Each notice shall include the name of the successor Purchase Contract
Agent and the address of its Corporate Trust Office. 


          Section
7.10 Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Purchase Contract
Agent, every such successor Purchase Contract Agent so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Purchase Contract
Agent an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Purchase Contract Agent shall become effective and
such successor Purchase Contract Agent, without any further act, deed or
conveyance, shall become vested with all the rights, powers, agencies and
duties of the retiring Purchase Contract Agent; but, on the request of the
Company or the successor Purchase Contract Agent, such retiring Purchase
Contract Agent shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Purchase Contract Agent all the
rights, powers and trusts of the retiring Purchase Contract Agent and duly
assign, transfer and deliver to such successor Purchase Contract Agent all
property and money held by such retiring Purchase Contract Agent hereunder. 


                    (b)
Upon request of any such successor Purchase Contract Agent, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Purchase Contract Agent all such rights, powers
and agencies referred to in clause (a) of this Section 7.10. 


                    (c)
No successor Purchase Contract Agent shall accept its appointment unless at the
time of such acceptance such successor Purchase Contract Agent shall be
qualified and eligible under this Article 7. 


65







          Section
7.11 Merger, Conversion, Consolidation or
Succession to Business. Any Person into which the Purchase Contract
Agent may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Purchase Contract Agent shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of the Purchase Contract Agent,
shall be the successor of the Purchase Contract Agent hereunder, provided that such Person 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 Certificates shall have been authenticated and executed on behalf
of the Holders, but not delivered, by the Purchase Contract Agent then in
office, any successor by merger, conversion or consolidation to such Purchase
Contract Agent may adopt such authentication and execution and deliver the
Certificates so authenticated and executed with the same effect as if such
successor Purchase Contract Agent had itself authenticated and executed such
Units. 


          Section
7.12 Preservation of Information;
Communications to Holders. (a) The Purchase Contract Agent shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders received by the Purchase Contract Agent in its capacity as
Security Registrar. 


                    (b)
If three or more Holders (herein referred to as “Applicants”) apply in writing to the Purchase Contract Agent,
and furnish to the Purchase Contract Agent reasonable proof that each such
Applicant has owned a Unit for a period of at least six months preceding the
date of such application, and such application states that the Applicants
desire to communicate with other Holders with respect to their rights under
this Agreement or under the Units and is accompanied by a copy of the form of proxy
or other communication which such Applicants propose to transmit, then the
Purchase Contract Agent shall mail to all the Holders copies of the form of
proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Purchase Contract Agent of the
materials to be mailed and of payment, or provision for the payment, of the
reasonable expenses of such mailing. 


          Section
7.13 No Obligations of Purchase Contract
Agent. Except to the extent otherwise expressly provided in this
Agreement, the Purchase Contract Agent assumes no obligations and shall not be
subject to any liability under this Agreement, the Remarketing Agreement or any
Purchase Contract in respect of the obligations of the Holder of any Unit
thereunder. The Company agrees, and each Holder of a Certificate, by its
acceptance thereof, shall be deemed to have agreed, that the Purchase Contract
Agent’s execution of the Certificates on behalf of the Holders shall be solely
as agent and attorney-in-fact for the Holders, and that the Purchase Contract
Agent shall have no obligation to perform such Purchase Contracts on behalf of
the Holders, except to the extent expressly provided in Article Five hereof.
Anything contained in this Agreement to the contrary notwithstanding, in no
event shall the Purchase Contract Agent or its officers, directors, employees
or agents be liable under this Agreement or the Remarketing Agreement for (i)
indirect, incidental, special, punitive, or consequential loss or damage of any
kind whatsoever, including lost profits, whether or not the likelihood of such
loss or damage was known to the Purchase Contract Agent and regardless of the
form of action or (ii) any failure or delay in the performance of its
obligations under this Agreement arising out of or caused directly or
indirectly, by acts of God; earthquake; fires; floods; wars; civil or military
disturbances; terrorist acts; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities; accidents; labor disputes; or acts of civil or
military authority or governmental actions; it being understood that the
Purchase Contract Agent shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as
practicable under such circumstances. 


          Section
7.14 Tax Compliance. (a) The
Purchase Contract Agent, on its own behalf and on behalf of the Company, will
comply with all applicable certification, information reporting and withholding
(including “backup” withholding) requirements imposed by applicable tax laws,
regulations or administrative practice with respect to (i) any payments made
with respect to the Units or (ii) the 


66











issuance,
delivery, holding, transfer, redemption or exercise of rights under the Units.
Such compliance shall include, without limitation, the preparation and timely
filing of required returns and the timely payment of all amounts required to be
withheld to the appropriate taxing authority or its designated agent.


                    (b) The
Purchase Contract Agent shall
comply in accordance with the terms hereof with any reasonable written
direction received from the Company with respect to the execution or
certification of any required documentation and the application of such
requirements to particular payments or Holders or in other particular
circumstances, and may for purposes of this Agreement conclusively rely on any
such direction in accordance with the provisions of Section 7.01(a) hereof.


                    (c) The
Purchase Contract Agent shall
maintain all appropriate records documenting compliance with such requirements,
and shall make such records available, on written request, to the Company or
its authorized representative within a reasonable period of time after receipt
of such request.


ARTICLE 8


SUPPLEMENTAL AGREEMENTS


          Section
8.01 Supplemental Agreements without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial
Agent and the Securities Intermediary at any time and from time to time, may
enter into one or more agreements supplemental hereto, in form satisfactory to
the Company and the Purchase Contract Agent, to:


                    (a) 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 Certificates;


                    (b) evidence
and provide for the
acceptance of appointment hereunder by a successor Purchase Contract Agent,
Collateral Agent, Securities Intermediary or Custodial Agent;


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


                    (d) make
provision with respect to the
rights of Holders pursuant to the requirements of Section 5.04(b); or


                    (e) except
as provided for in Section
5.04, cure any ambiguity, to correct or supplement any provisions herein that
may be inconsistent with any other provision herein, or to make such other
provisions in regard to matters or questions arising under this Agreement that
do not adversely affect the interests of any Holders, provided that any amendment made solely to
conform the provisions of this Agreement to the description of the Units and
the Purchase Contracts contained in the final prospectus supplement dated
October 17, 2007, relating to the Units under the sections entitled
“Description of the Equity Units,” “Description of the Purchase Contracts” and
“Certain Provisions of the Purchase Contract and Pledge Agreement” will not be
deemed to adversely affect the interests of the Holders.


          Section
8.02 Supplemental Agreements with Consent of Holders.
With the consent of the Holders of not less than a majority of the Outstanding
Units voting together as one class, including without limitation the consent of
the Holders obtained in connection with a tender or an exchange offer, by Act
of said Holders delivered to the Company, the Purchase Contract Agent, the
Company, the Collateral Agent, the Securities Intermediary and the Custodial
Agent, as the case may be, when


67






authorized by
a Board Resolution, may enter into an agreement or agreements supplemental
hereto for the purpose of modifying in any manner the terms of the Purchase
Contracts, or the provisions of this Agreement or the rights of the Holders in
respect of the Units; provided, however, that, except as contemplated
herein, no such supplemental agreement shall, without the consent of the Holder
of each outstanding Purchase Contract affected thereby,


                    (a)
change any Payment Date;


                    (b) impair
the Holders’ right to
institute suit for the enforcement of any Purchase Contract or any Contract
Adjustment Payments;


                    (c) except
as set forth in Section 5.04,
reduce the number of shares of Common Stock or the amount of any other property
to be purchased pursuant to any Purchase Contract, increase the price to
purchase shares of Common Stock or any other property upon settlement of any
Purchase Contract or change the Purchase Contract Settlement Date or the right
to Early Settlement or Cash Merger Early Settlement or otherwise adversely
affect the Holder’s rights under the Purchase Contract in any material respect;


                    (d) change
the amount or the type of
Collateral required to be Pledged to secure a Holder’s obligations under the
Purchase Contract (except for the rights of holders of Corporate Units to
substitute Treasury Securities for the Pledged Applicable Ownership Interests
in Senior Notes or the Pledged Applicable Ownership Interests in the Treasury
Portfolio, as the case may be, or the rights of Holders of Treasury Units to
substitute Senior Notes or the Applicable Ownership Interests in the Treasury
Portfolio (as specified in clause (i) of the definition of such term), as
applicable, for the Pledged Treasury Securities), impair the right of the
Holder of any Purchase Contract to receive distributions on the related
Collateral or otherwise adversely affect the Holder’s rights in or to such
Collateral;


                    (e) reduce
any Contract Adjustment Payments
or change any place where, or the coin or currency in which, any Contract
Adjustment Payment is payable; or


                    (f) reduce
the percentage of the
outstanding Purchase Contracts whose Holder’s consent is required for any
modification or amendment to the provisions of this Agreement or the Purchase
Contracts;


provided that if any
amendment or proposal referred to above would adversely affect only the
Corporate Units or the Treasury Units, then only the affected class of Holders
as of the record date for the Holders entitled to vote thereon will be entitled
to vote on such amendment or proposal, and such amendment or proposal shall not
be effective except with the consent of Holders of not less than a majority of
such class; and provided, further,
that the unanimous consent of the Holders of each outstanding Purchase Contract
of such class affected thereby shall be required to approve any amendment or
proposal specified in clauses (a) through (f) of this Section 8.02.


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


          Section
8.03 Execution of Supplemental Agreements. In
executing, or accepting the additional agencies created by any supplemental
agreement permitted by this Article or the modifications thereby of the
agencies created by this Agreement, the Purchase Contract Agent, the Collateral
Agent, the Securities Intermediary and the Custodial Agent shall be protected,
and (subject to Section 7.01 with respect to the Purchase Contract Agent) shall
be fully authorized and protected in relying upon, an


68






Officers’
Certificate and an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement and that
any and all conditions precedent to the execution and delivery of such
supplemental agreement have been satisfied. The Purchase Contract Agent, the Collateral
Agent, the Securities Intermediary and the Custodial Agent may, but shall not
be obligated to, enter into any such supplemental agreement which affects their
own rights, duties or immunities under this Agreement or otherwise.


          Section
8.04 Effect of Supplemental Agreements. Upon
the execution of any supplemental agreement under this Article, this Agreement
shall be modified in accordance therewith, and such supplemental agreement
shall form a part of this Agreement for all purposes; and every Holder of
Certificates theretofore or thereafter authenticated, executed on behalf of the
Holders and delivered hereunder, shall be bound thereby.


          Section
8.05 Reference to Supplemental Agreements.
Certificates authenticated, executed on behalf of the Holders and delivered
after the execution of any supplemental agreement pursuant to this Article may,
and shall if required by the Purchase Contract Agent, bear a notation in form
approved by the Purchase Contract Agent as to any matter provided for in such
supplemental agreement. If the Company shall so determine, new Certificates so
modified as to conform, in the opinion of the Purchase Contract Agent and the
Company, to any such supplemental agreement may be prepared and executed by the
Company and authenticated, executed on behalf of the Holders and delivered by
the Purchase Contract Agent in exchange for outstanding Certificates.


ARTICLE 9


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


          Section
9.01 Covenant Not To Consolidate, Merge, Convey, Transfer
or Lease Property except under Certain Conditions. The Company
covenants that it will not merge or consolidate with any other Person or sell,
convey, transfer, or otherwise dispose of all or substantially all of its
assets to any other Person, unless:


                    (a)
either the Company shall be the continuing corporation, or the successor Person
(if other than the Company) formed by such consolidation or into which the
Company or the Person which acquires by conveyance or transfer the properties
and assets of the Company substantially as an entirety shall expressly assume
the due and punctual performance and observance of all the obligations of the
Company under the Purchase Contracts, this Agreement (including the Pledge provided
for herein), the Indenture (including any supplement thereto) and the
Remarketing Agreement by one or more supplemental agreements in form reasonably
satisfactory to the Purchase Contract Agent and the Collateral Agent, executed
and delivered to the Purchase Contract Agent and the Collateral Agent by such
corporation or limited liability company, as the case may be; and


                    (b) the
Company or such successor Person
shall not, immediately after such merger or consolidation, or such sale, conveyance,
transfer or other disposition, be in default in the performance of the
covenants and conditions under the Purchase Contracts, this Agreement, the
Indenture (including any supplement thereto) or the Remarketing Agreement. In
the event of any such merger, consolidation, sale, conveyance (other than by
way of lease), transfer or other disposition, the predecessor company may be
dissolved, wound up and liquidated at any time thereafter.


          Section
9.02 Rights and Duties of Successor Corporation.
In case of any such merger, consolidation, sale, conveyance (other than by way
of lease), transfer, or other disposition and upon any such assumption by a
successor Person in accordance with Section 9.01, such successor corporation
shall


69






succeed to and
be substituted for the Company with the same effect as if it had been named
herein as the Company, and the Company shall be relieved of any for their
obligations under this Agreement and under the Units. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of CIT Group Inc. any or all of the Certificates evidencing
Units issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Purchase Contract Agent; and, upon the order of
such successor instead of the Company, and subject to all the terms, conditions
and limitations in this Agreement prescribed, the Purchase Contract Agent shall
authenticate and execute on behalf of the Holders and deliver any Certificates
which previously shall have been signed and delivered by the officers of the
Company to the Purchase Contract Agent for authentication and execution, and
any Certificate evidencing Units which such successor corporation thereafter
shall cause to be signed and delivered to the Purchase Contract Agent for that
purpose. All the Certificates issued shall in all respects have the same legal
rank and benefit under this Agreement as the Certificates theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Certificates had been issued at the date of the execution hereof.


          In
case of any such merger, consolidation, sale, conveyance, transfer, or other
disposition such change in phraseology and form (but not in substance) may be
made in the Certificates evidencing Units thereafter to be issued as may be
appropriate.


          Section
9.03 Officers’ Certificate and Opinion of Counsel Given to
Purchase Contract Agent. The Purchase Contract Agent, subject to Section
7.01 and Section 7.03, shall receive an Officers’ Certificate and an Opinion of
Counsel as conclusive evidence that any such merger, consolidation, sale,
conveyance, transfer, or other disposition, and any such assumption, complies
with the provisions of this Article and that all conditions precedent to the
consummation of any such merger, consolidation, sale, conveyance, transfer or
other disposition have been met.


ARTICLE 10


COVENANTS


          Section
10.01 Performance under Purchase Contracts. The Company
covenants and agrees for the benefit of the Holders from time to time of the
Units that it will duly and punctually perform its obligations under the
Purchase Contracts in accordance with the terms of the Purchase Contracts and
this Agreement.


          Section
10.02 Maintenance of Office or Agency. The
Company will maintain in the Borough of Manhattan, City of New York, New York
an office or agency where Certificates may be presented or surrendered for
acquisition of shares of Common Stock upon settlement of the Purchase Contracts
on the Purchase Contract Settlement Date or upon Early Settlement or Cash
Merger Early Settlement and for transfer of Collateral upon occurrence of a
Termination Event, where Certificates may be surrendered for registration of
transfer or exchange, or for a Collateral Substitution and where notices and
demands to or upon the Company in respect of the Units and this Agreement may
be served. The Company will give prompt written notice to the Purchase Contract
Agent of the location, and any change in the location, of such office or
agency. The Company initially designates the Corporate Trust Office of the
Purchase Contract Agent as such office of the Company. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Purchase Contract Agent with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Company hereby appoints the Purchase Contract Agent
as its agent to receive all such presentations, surrenders, notices and
demands.


70






          The
Company may also from time to time designate one or more other offices or
agencies where Certificates may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
City of New York, New York for such purposes. The Company will give prompt
written notice to the Purchase Contract Agent of any such designation or
rescission and of any change in the location of any such other office or
agency. The Company hereby designates as the place of payment for the Units the
Corporate Trust Office and appoints the Purchase Contract Agent at its
Corporate Trust Office as paying agent in such city.


          Section
10.03 Company To Reserve Common Stock. The
Company shall at all times prior to the Purchase Contract Settlement Date
reserve and keep available, free from preemptive rights, out of its authorized
but unissued Common Stock the full number of shares of Common Stock issuable
against tender of payment in respect of all Purchase Contracts constituting a
part of the Units evidenced by Outstanding Certificates.


          Section
10.04 Covenants as to Common Stock; Listing. (a)
The Company covenants that all shares of Common Stock which may be issued
against tender of payment in respect of any Purchase Contract constituting a
part of the Outstanding Units will, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable.


          (b)
The Company further covenants that, if at any time the Common Stock shall be
listed on the NYSE or any other national securities exchange or automated
quotation system, the Company will, if permitted by the rules of such exchange
or automated quotation system, list and keep listed, so long as the Common
Stock shall be so listed on such exchange or automated quotation system, all
Common Stock issuable upon Settlement of Purchase Contracts; provided, however,
that, if the rules of such exchange or automated quotation system permit the
Company to defer the listing of such Common Stock until the date on which any
Purchase Contract is first settled in accordance with the provisions of this
Agreement, the Company covenants to list such Common Stock issuable upon
settlement of the Purchase Contracts in accordance with the requirements of
such exchange or automated quotation system no later than at such time.


          Section
10.05 Statements of Officers of the Company as to Default.
The Company will deliver to the Purchase Contract Agent, within 120 days after
the end of each fiscal year of the Company (which as of the date hereof is
December 31) ending after the date hereof, an Officers’ Certificate, stating
whether or not to the knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and conditions
of this Agreement, and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.


          Section
10.06 ERISA. Each Holder from time to time of
the Units that is a Plan or who used assets of a Plan to purchase Units hereby
represents that either (i) no portion of the assets used by such Holder to
acquire the Corporate Units constitutes assets of the Plan or (ii) the purchase
or holding of the Corporate Units by such purchaser or transferee will not
constitute a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or similar violation under any applicable laws.


          Section
10.07 Tax Treatment. The Company covenants and
agrees, and by acceptance of a Unit, each Holder will be deemed to have agreed
for U.S. federal income tax purposes (i) to treat each beneficial owner of a
Corporate Unit or a Treasury Unit as the owner of the applicable interests in
the Collateral, including the Senior Notes underlying the Applicable Ownership
Interests in Senior Notes, the Applicable Ownership Interests in the Treasury
Portfolio or the Treasury Securities, as applicable, (ii) not


71






to treat the
Senior Notes as contingent payment debt instruments and (iii) to allocate a
Holder’s purchase price for a Corporate Unit between the Applicable Ownership
Interests in Senior Notes and the Purchase Contract so that each Holder’s
initial tax basis in each Purchase Contract will be $0.00 and each Holder’s
initial tax basis in each Applicable Ownership Interest in Senior Notes will be
$25.00.


ARTICLE 11


PLEDGE


          Section
11.01 Pledge. Each Holder, acting through the
Purchase Contract Agent as such Holder’s attorney-in-fact, and the Purchase
Contract Agent, acting solely as such attorney-in-fact, hereby pledges and
grants to the Collateral Agent, as agent of and for the benefit of the Company,
a continuing first priority security interest in and to, and a lien upon and
right of set-off against, all of such Person’s right, title and interest in and
to the Collateral to secure the prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the
Obligations. The Collateral Agent shall have all of the rights, remedies and
recourses with respect to the Collateral afforded a secured party by the UCC,
in addition to, and not in limitation of, the other rights, remedies and
recourses afforded to the Collateral Agent by this Agreement.


          Section
11.02 Termination. As to each Holder, the Pledge
created hereby shall terminate upon the satisfaction of such Holder’s
Obligations. Upon such termination, the Collateral Agent shall instruct the
Securities Intermediary to Transfer such portion of the Collateral attributable
to such Holder to the Purchase Contract Agent for distribution to such Holder,
free and clear of the Pledge created hereby.


ARTICLE 12


ADMINISTRATION OF COLLATERAL


          Section
12.01 Initial Deposit of Senior Notes. (a) Prior
to or concurrently with the execution and delivery of this Agreement, the
Purchase Contract Agent, on behalf of the initial Holders of the Corporate
Units, shall Transfer to the Securities Intermediary, for credit to the
Collateral Account, the Applicable Ownership Interests in Senior Notes and the
Senior Notes underlying such Applicable Ownership Interests in Senior Notes or
security entitlements relating thereto and the Securities Intermediary shall
indicate by book-entry that a securities entitlement with respect to such Applicable
Ownership Interests in Senior Notes has been credited to the Collateral
Account.


                    (b) The
Collateral Agent may, at any
time or from time to time, in its sole discretion, cause any or all securities
or other property underlying any financial assets credited to the Collateral
Account to be registered in the name of the Securities Intermediary, the
Collateral Agent or their respective nominees; provided,
however, that unless any Event of
Default (as defined in the Indenture) shall have occurred and be continuing,
the Collateral Agent agrees not to cause any Senior Notes to be so
re-registered.


          Section
12.02 Establishment of Collateral Account. The
Securities Intermediary hereby confirms that:


	
 

	
 

	
 


	
 

	
(a)

	
the
 Securities Intermediary has established the Collateral Account; 


	
 

	
 

	
  


	
 

	
(b)

	
the
 Collateral Account is a securities account; 





72






                    (c) subject
to the terms of this
Agreement, the Securities Intermediary shall identify in its records the
Collateral Agent as the entitlement holder entitled to exercise the rights that
comprise any financial asset credited to the Collateral Account;


                    (d) all
property delivered to the
Securities Intermediary pursuant to this Agreement, including any Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of the
definition thereof) or Treasury Securities and the Permitted Investments, will
be credited promptly to the Collateral Account; and


                    (e) all
securities or other property
underlying any financial assets credited to the Collateral Account shall be (i)
registered in the name of the Purchase Contract Agent and indorsed to the
Securities Intermediary or in blank, (ii) registered in the name of the
Securities Intermediary or (iii) credited to another securities account
maintained in the name of the Securities Intermediary.


                    In
no case will any financial asset credited to the Collateral Account be
registered in the name of the Purchase Contract Agent (in its capacity as such)
or any Holder or specially indorsed to the Purchase Contract Agent (in its
capacity as such) or any Holder, unless such financial asset has been further
indorsed to the Securities Intermediary or in blank.


          Section
12.03 Treatment as Financial Assets. Each item
of property (whether investment property, financial asset, security, instrument
or cash) credited to the Collateral Account shall be treated as a financial
asset.


          Section
12.04 Sole Control by Collateral Agent. Except
as provided in Section 15.01, at all times prior to the termination of the
Pledge, the Collateral Agent shall have sole control of the Collateral Account,
and the Securities Intermediary shall take instructions and directions, and
comply with entitlement orders, with respect to the Collateral Account or any
financial asset credited thereto solely from the Collateral Agent. If at any
time the Securities Intermediary shall receive an entitlement order issued by
the Collateral Agent and relating to the Collateral Account, the Securities
Intermediary shall comply with such entitlement order without further consent
by the Purchase Contract Agent or any Holder or any other Person. Except as
otherwise permitted under this Agreement, until termination of the Pledge, the
Securities Intermediary will not comply with any entitlement orders issued by
the Purchase Contract Agent or any Holder.


          Section
12.05 Jurisdiction. The Collateral Account, and
the rights and obligations of the Securities Intermediary, the Collateral
Agent, the Purchase Contract Agent and the Holders with respect thereto, shall
be governed by the laws of the State of New York. Regardless of any provision
in any other agreement, the Securities Intermediary’s jurisdiction is the State
of New York.


          Section
12.06 No Other Claims. Except for the claims and
interest of the Collateral Agent and of the Purchase Contract Agent and the
Holders in the Collateral Account, the Securities Intermediary (without having
conducted any investigation) does not know of any claim to, or interest in, the
Collateral Account or in any financial asset credited thereto. If any Person
asserts any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process)
against the Collateral Account or in any financial asset carried therein, the
Securities Intermediary will promptly notify the Collateral Agent and the
Purchase Contract Agent.


          Section
12.07 Investment and Release. All proceeds of
financial assets from time to time credited to the Collateral Account shall be
invested and reinvested as provided in this Agreement. At all times prior to
termination of the Pledge, no property shall be released from the Collateral
Account except in accordance with this Agreement or upon written instructions
of the Collateral Agent.



73








          Section
12.08 Statements and Confirmations. The
Securities Intermediary will promptly send copies of all statements,
confirmations and other correspondence concerning the Collateral Account and
any financial assets credited thereto simultaneously to each of the Purchase
Contract Agent and the Collateral Agent at their addresses for notices under
this Agreement. 


          Section
12.09 Tax Allocations. The Purchase Contract
Agent shall report all items of income, gain, expense and loss recognized in
the Collateral Account, to the extent such reporting is required by law, to the
Internal Revenue Service authorities in the manner required by law. Neither the
Securities Intermediary nor the Collateral Agent shall have any tax reporting
duties hereunder.


          Section
12.10 No Other Agreements. The Securities
Intermediary has not entered into, and prior to the termination of the Pledge
will not enter into, any agreement with any other Person relating to the
Collateral Account or any financial assets credited thereto, including, without
limitation, any agreement to comply with entitlement orders of any Person other
than the Collateral Agent.


          Section
12.11 Powers Coupled with an Interest. The
rights and powers granted in this Purchase Contract and Pledge Agreement to the
Collateral Agent have been granted in order to perfect its security interests
in the Collateral Account, are powers coupled with an interest and will be
affected neither by the bankruptcy of the Purchase Contract Agent or any Holder
nor by the lapse of time. The obligations of the Securities Intermediary under
this Purchase Contract and Pledge Agreement shall continue in effect until the
termination of the Pledge.


          Section
12.12 Waiver of Lien; Waiver of Set-off. The
Securities Intermediary waives any security interest, lien or right to make
deductions or set-offs that it may now have or hereafter acquire in or with
respect to the Collateral Account, any financial asset credited thereto or any
security entitlement in respect thereof. Neither the financial assets credited
to the Collateral Account nor the security entitlements in respect thereof will
be subject to deduction, set-off, banker’s lien, or any other right in favor of
any person other than the Company.


ARTICLE 13


RIGHTS AND REMEDIES OF THE COLLATERAL AGENT


          Section
13.01 Rights and Remedies of the Collateral Agent.
(a) In addition to the rights and remedies set forth herein or otherwise
available at law or in equity, after a collateral event of default (as
specified in Section 13.01(b) below) hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured
party under the UCC (whether or not the UCC is in effect in the jurisdiction
where the rights and remedies are asserted) and the TRADES Regulations and such
additional rights and remedies to which a secured party is entitled under the
laws in effect in any jurisdiction where any rights and remedies hereunder may
be asserted. Without limiting the generality of the foregoing, such remedies
may include, to the extent permitted by applicable law, (1) retention of the
Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes,
the Pledged Treasury Securities or the Pledged Applicable Ownership Interests
in the Treasury Portfolio in full satisfaction of the Holders’ obligations
under the Purchase Contracts and the Purchase Contract Agreement or (2) sale of
the Senior Notes underlying Pledged Applicable Ownership Interests in Senior
Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership
Interests in the Treasury Portfolio in one or more public or private sales.


                    (b) Without
limiting any rights or
powers otherwise granted by this Agreement to the Collateral Agent, in the
event the Collateral Agent is unable to make payments to the Company on account
of Proceeds of (i) the Senior Notes underlying Pledged Applicable Ownership
Interests in Senior


74






Notes (other
than any interest payments thereon), (ii) Pledged Applicable Ownership
Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities
as provided in this Agreement in satisfaction of the Obligations of the Holder
of the Units of which such applicable Pledged Applicable Ownership Interests in
the Treasury Portfolio or such Pledged Treasury Securities are a part under the
related Purchase Contracts, the inability to make such payments shall constitute
a “collateral event of default”
hereunder and the Collateral Agent shall have and may exercise, with reference
to such Senior Notes underlying Pledged Applicable Ownership Interests in
Senior Notes, Pledged Treasury Securities or Pledged Applicable Ownership
Interests in the Treasury Portfolio, as applicable, any and all of the rights
and remedies available to a secured party under the UCC and the TRADES
Regulations after default by a debtor, and as otherwise granted herein or under
any other law.


                    (c) Without
limiting any rights or
powers otherwise granted by this Agreement to the Collateral Agent, the
Collateral Agent is hereby irrevocably authorized to receive, collect and apply
to the satisfaction of the Obligations all payments with respect to (i) the
Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes
(other than any interest payments thereon), (ii) the Pledged Treasury
Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury
Portfolio, subject, in each case, to the provisions of this Agreement, and as
otherwise provided herein.


                    (d) The
Purchase Contract Agent and each
Holder agrees that, from time to time, upon the written request of the
Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall
execute and deliver such further documents and do such other acts and things as
the Collateral Agent may reasonably request in order to maintain the Pledge,
and the perfection and priority thereof, and to confirm the rights of the
Collateral Agent hereunder. The Purchase Contract Agent shall have no liability
to any Holder for executing any documents or taking any such acts requested by
the Collateral Agent hereunder, except for liability for its own negligent
acts, its own negligent failure to act or its own willful misconduct.


ARTICLE 14


REPRESENTATIONS AND WARRANTIES TO

COLLATERAL AGENT; HOLDER COVENANTS


          Section
14.01 Representations and Warranties. Each
Holder from time to time, acting through the Purchase Contract Agent as
attorney-in-fact (it being understood that the Purchase Contract Agent shall
not be liable for any representation or warranty made by or on behalf of a
Holder), hereby represents and warrants to the Collateral Agent and the Company
(with respect to such Holder’s interest in the Collateral), which
representations and warranties shall be deemed repeated on each day a Holder
effects a Transfer of Collateral, that:


                    (a) such
Holder has the power to grant a
security interest in and lien on the Collateral;


                    (b) such
Holder is the sole beneficial
owner of the Collateral and, in the case of Collateral delivered in physical
form, is the sole holder of such Collateral and is the sole beneficial owner
of, or has the right to Transfer, the Collateral it Transfers to the Collateral
Agent for credit to the Collateral Account, free and clear of any security
interest, lien, encumbrance, call, liability to pay money or other restriction
other than the security interest and lien granted under Article 11;


                    (c) upon
the Transfer of the Collateral
to the Securities Intermediary for credit to the Collateral Account, the
Collateral Agent, for the benefit of the Company, will have a valid and
perfected first priority security interest therein (assuming that any central
clearing operation or any securities intermediary or other entity not within
the control of the Holder involved in the Transfer of the Collateral,


75






including the
Collateral Agent and the Securities Intermediary, gives the notices and takes
the action required of it hereunder and under applicable law for perfection of
that interest and assuming the establishment and exercise of control pursuant
to Article 12 hereof); and


                    (d) the
execution and performance by the
Holder of its obligations under this Agreement will not result in the creation
of any security interest, lien or other encumbrance on the Collateral (other
than the security interest and lien granted under Article 11 hereof) or violate
any provision of any existing law or regulation applicable to it or of any
mortgage, charge, pledge, indenture, contract or undertaking to which it is a
party or which is binding on it or any of its assets.


          Section
14.02 Covenants. The Purchase Contract Agent and
the Holders from time to time, acting through the Purchase Contract Agent as
their attorney-in-fact (it being understood that the Purchase Contract Agent
shall not be liable for any covenant made by or on behalf of a Holder), hereby
covenant to the Collateral Agent and the Company that for so long as the
Collateral remains subject to the Pledge:


                    (a) neither
the Purchase Contract Agent
nor such Holders will create or purport to create or allow to subsist any
mortgage, charge, lien, pledge or any other security interest whatsoever over
the Collateral or any part of it other than pursuant to this Agreement; and


                    (b) neither
the Purchase Contract Agent
nor such Holders will sell or otherwise dispose (or attempt to dispose) of the
Collateral or any part of it except for the beneficial interest therein,
subject to the Pledge hereunder, transferred in connection with a Transfer of
the Units.


ARTICLE 15


THE COLLATERAL AGENT, THE CUSTODIAL AGENT

AND THE SECURITIES INTERMEDIARY


          Section
15.01 Appointment, Powers and Immunities. The
Collateral Agent, the Custodial Agent and the Securities Intermediary shall act
as agent for the Company hereunder with such powers as are specifically vested
in the Collateral Agent, the Custodial Agent and the Securities Intermediary,
as the case may be, by the terms of this Agreement. The Collateral Agent, the
Custodial Agent and Securities Intermediary shall:


                    (a) have
no duties or responsibilities
except those expressly set forth in this Agreement and no implied covenants or
obligations shall be inferred from this Agreement against the Collateral Agent,
the Custodial Agent or the Securities Intermediary, nor shall the Collateral
Agent, the Custodial Agent or the Securities Intermediary be bound by the
provisions of any agreement by any party hereto beyond the specific terms
hereof;


                    (b) not
be responsible for any recitals
contained in this Agreement, or in any certificate or other document referred
to or provided for in, or received by it under, this Agreement or the Units, or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement (other than as against the Collateral Agent, the
Custodial Agent or the Securities Intermediary, as the case may be), the Units,
any Collateral or any other document referred to or provided for herein or
therein or for any failure by the Company or any other Person (except the Collateral
Agent, the Custodial Agent or Securities Intermediary, as the case may be) to
perform any of its obligations hereunder or thereunder or, except as expressly
required hereby, for the perfection, priority or maintenance of any security
interest created hereunder;


76






                    (c) not
be required to initiate or
conduct any litigation or collection proceedings hereunder (except pursuant to
directions furnished under Section 15.02 hereof, subject to Section 15.08
hereof);


                    (d) not
be responsible for any action
taken or omitted to be taken by it hereunder or under any other document or
instrument referred to or provided for herein or in connection herewith or
therewith, except for its own negligence or willful misconduct; and


                    (e) not
be required to advise any party
as to selling or retaining, or taking or refraining from taking any action with
respect to, any securities or other property deposited hereunder.


          Subject
to the foregoing, during the term of this Agreement, the Collateral Agent, the
Custodial Agent and the Securities Intermediary shall take all reasonable
action in connection with the safekeeping and preservation of the Collateral
hereunder as determined by industry standards.


          No
provision of this Agreement shall require the Collateral Agent, the Custodial
Agent or the Securities Intermediary to expend or risk its own funds or
otherwise incur any liability in the performance of any of its duties
hereunder. In no event shall the Collateral Agent, the Custodial Agent or the
Securities Intermediary be liable for any amount in excess of the Value of the
Collateral.


          Section
15.02 Instructions of the Company. The Company
shall have the right, by one or more written instruments executed and delivered
to the Collateral Agent, to direct the time, method and place of conducting any
proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral Agent,
or to direct the taking or refraining from taking of any action authorized by
this Agreement; provided, however, that (i) such direction shall not
conflict with the provisions of any law or of this Agreement or involve the
Collateral Agent in personal liability and (ii) the Collateral Agent shall be
indemnified to its satisfaction as provided herein. Nothing contained in this
Section 15.02 shall impair the right of the Collateral Agent in its discretion
to take any action or omit to take any action which it deems proper and which
is not inconsistent with such direction. None of the Collateral Agent, the
Custodial Agent or the Securities Intermediary has any obligation or
responsibility to file UCC financing statements.


          Section
15.03 Reliance by Collateral Agent, Custodial Agent and
Securities Intermediary. Each of the Securities Intermediary, the
Custodial Agent and the Collateral Agent shall be entitled to rely conclusively
upon any certification, order, judgment, opinion, notice or other written
communication (including, without limitation, any thereof by e-mail or similar
electronic means, telecopy, telex or facsimile) believed by it in good faith to
be genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons (without being required to determine the correctness
of any fact stated therein) and consult with and conclusively rely upon advice,
opinions and statements of legal counsel and other experts selected by the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be. As to any matters not expressly provided for by this Agreement,
the Collateral Agent, the Custodial Agent and the Securities Intermediary shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder in accordance with instructions given by the Company in accordance
with this Agreement.


          Section
15.04 Certain Rights. (a) Whenever in the
administration of the provisions of this Agreement the Collateral Agent, the
Custodial Agent or the Securities Intermediary shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering
any action to be taken hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Collateral Agent, the Custodial Agent or the
Securities Intermediary, be deemed to be conclusively proved and established by
a certificate signed


77







by one of the
Company’s officers, and delivered to the Collateral Agent, the Custodial Agent
or the Securities Intermediary and such certificate, in the absence of
negligence or bad faith on the part of the Collateral Agent, the Custodial
Agent or the Securities Intermediary, shall be full warrant to the Collateral
Agent, the Custodial Agent or the Securities Intermediary for any action taken,
suffered or omitted by it under the provisions of this Agreement upon the faith
thereof.


                    (b) The
Collateral Agent, the Custodial
Agent or the Securities Intermediary shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, entitlement
order, approval or other paper or document.


                    (c) The
rights, privileges, protections,
immunities and benefits given to each of the Collateral Agent, the Custodial
Agent and the Securities Intermediary, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Purchase
Contract Agent in each of its capacities hereunder, and each agent, custodian
and other Person employed to act hereunder.


          Section
15.05 Merger, Conversion, Consolidation or Succession to
Business. Any corporation or national association into which the
Collateral Agent, the Custodial Agent or the Securities Intermediary may be
merged or converted or with which it may be consolidated, or any corporation or
national association resulting from any merger, conversion or consolidation to
which the Collateral Agent, the Custodial Agent or the Securities Intermediary
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Collateral Agent, the Custodial Agent or
the Securities Intermediary shall be the successor of the Collateral Agent, the
Custodial Agent or the Securities Intermediary hereunder without the execution
or filing of any paper with any party hereto or any further act on the part of any
of the parties hereto except where an instrument of transfer or assignment is
required by law to effect such succession, anything herein to the contrary
notwithstanding.


          Section
15.06 Rights in Other Capacities. The Collateral
Agent, the Custodial Agent and the Securities Intermediary and their affiliates
may (without having to account therefor to the Company) accept deposits from,
lend money to, make their investments in and generally engage in any kind of
banking, trust or other business with the Purchase Contract Agent, any other
Person interested herein and any Holder (and any of their respective
subsidiaries or affiliates) as if it were not acting as the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, and the
Collateral Agent, the Custodial Agent, the Securities Intermediary and their
affiliates may accept fees and other consideration from the Purchase Contract
Agent and any Holder without having to account for the same to the Company; provided that each of the Collateral
Agent, the Custodial Agent and the Securities Intermediary covenants and agrees
with the Company that it shall not accept, receive or permit there to be
created in favor of itself and shall take no affirmative action to permit there
to be created in favor of any other Person, any security interest, lien or
other encumbrance of any kind in or upon the Collateral other than the lien
created by the Pledge.


          Section
15.07 Non-reliance on the Collateral Agent, Custodial Agent
and Securities Intermediary. None of the Collateral Agent, the
Custodial Agent and the Securities Intermediary shall be required to keep
itself informed as to the performance or observance by the Purchase Contract
Agent or any Holder of this Agreement, the Units or any other document referred
to or provided for herein or therein or to inspect the properties or books of
the Purchase Contract Agent or any Holder. None of the Collateral Agent, the
Custodial Agent or the Securities Intermediary shall have any duty or
responsibility to provide the Company with any credit or other information
concerning the affairs, financial condition or business of the Purchase
Contract Agent or any Holder (or any of their respective affiliates) that may
come into the possession of the Collateral Agent, the Custodial Agent or the
Securities Intermediary or any of their respective affiliates.


78







          Section
15.08 Compensation and Indemnity. The Company agrees to:


                    (a)
pay the Collateral Agent, the Custodial Agent and the Securities Intermediary
from time to time such compensation as shall be agreed in writing between the Company
and the Collateral Agent, the Custodial Agent or the Securities Intermediary,
as the case may be, for all services rendered by them hereunder;


                    (b)
indemnify and hold harmless the Collateral Agent, the Custodial Agent, the
Securities Intermediary and each of their respective directors, officers,
agents and employees (collectively, the “Pledge Indemnitees”), from and against any
and all claims, liabilities, losses, damages, fines, penalties and expenses
(including reasonable fees and expenses of counsel) (collectively, “Losses”
and individually, a “Loss”) that may be imposed on, incurred by,
or asserted against, the Indemnitees or any of them for following any
instructions or other directions upon which any of the Collateral Agent, the
Custodial Agent or the Securities Intermediary is entitled to rely pursuant to
the terms of this Agreement, provided that the Collateral Agent, the Custodial
Agent or the Securities Intermediary has not acted with negligence or engaged
in willful misconduct or bad faith with respect to the specific Loss against
which indemnification is sought; and


                    (c)
in addition to and not in limitation of paragraph (b) of this Section 15.08,
indemnify and hold the Indemnitees and each of them harmless from and against
any and all Losses that may be imposed on, incurred by or asserted against, the
Indemnitees or any of them in connection with or arising out of the Collateral
Agent’s, the Custodial Agent’s or the Securities Intermediary’s acceptance or
performance of its powers and duties under this Agreement, provided the Collateral
Agent, the Custodial Agent or the Securities Intermediary has not acted with
negligence or engaged in willful misconduct or bad faith with respect to the
specific Loss against which indemnification is sought.


          The
provisions of this Section and Section 15.14 shall survive the resignation or
removal of the Collateral Agent, the Custodial Agent or the Securities
Intermediary and the termination of this Agreement.


          Section
15.09 Failure to Act.
In the event that, in the good faith belief of the Collateral Agent, the
Custodial Agent or the Securities Intermediary, an ambiguity in the provisions
of this Agreement arises or any actual dispute between or conflicting claims by
or among the parties hereto or any other Person with respect to any funds or
property deposited hereunder has been asserted in writing, then at its sole
option, each of the Collateral Agent, the Custodial Agent and the Securities
Intermediary shall be entitled, after prompt notice to the Company and the
Purchase Contract Agent, to refuse to comply with any and all claims, demands
or instructions with respect to such property or funds so long as such dispute
or conflict shall continue, and the Collateral Agent, the Custodial Agent and
the Securities Intermediary, as the case may be, shall not be or become liable
in any way to any of the parties hereto for its failure or refusal to comply
with such conflicting claims, demands or instructions. The Collateral Agent,
the Custodial Agent and the Securities Intermediary shall be entitled to refuse
to act until either:


                    (a)
such conflicting or adverse claims or demands shall have been finally
determined by a court of competent jurisdiction or settled by agreement between
the conflicting parties as evidenced in a writing satisfactory to the
Collateral Agent, the Custodial Agent or the Securities Intermediary; or 


                    (b)
the Collateral Agent, the Custodial Agent or the Securities Intermediary shall
have received security or an indemnity satisfactory to it sufficient to hold it
harmless from and against any and all loss, liability or reasonable
out-of-pocket expense which it may incur by reason of its acting. 


79






          The
Collateral Agent, the Custodial Agent and the Securities Intermediary may in
addition elect to commence an interpleader action or seek other judicial relief
or orders as the Collateral Agent, the Custodial Agent or the Securities
Intermediary may deem necessary. Notwithstanding anything contained herein to
the contrary, none of the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall be required to take any action that is in its
opinion contrary to law or to the terms of this Agreement, or which would in
its opinion subject it or any of its officers, employees or directors to
liability. 


          Section
15.10 Resignation of Collateral Agent, the
Custodial Agent and the Securities Intermediary. (a) Subject to the appointment and acceptance of a successor Collateral Agent,
Custodial Agent or Securities Intermediary as provided below:


	
 

	
 


	
 

	
                    (i)
  the Collateral Agent, the Custodial Agent or the Securities Intermediary may
  resign at any time by giving notice thereof to the Company and the Purchase
  Contract Agent as attorney-in-fact for the Holders;


	
 

	
 


	
 

	
                    (ii)
  the Collateral Agent, the Custodial Agent or the Securities Intermediary may
  be removed at any time by the Company; and


	
 

	
 


	
 

	
                    (iii)
  if the Collateral Agent, the Custodial Agent or the Securities Intermediary
  fails to perform any of its material obligations hereunder in any material
  respect for a period of not less than 20 days after receiving written notice
  of such failure by the Purchase Contract Agent and such failure shall be
  continuing, the Collateral Agent, the Custodial Agent and the Securities
  Intermediary may be removed by the Purchase Contract Agent, acting at the
  direction of the Holders.





          The
Purchase Contract Agent shall promptly notify the Company upon the transmission
of notice as contemplated by clause (iii) of Section 15.10(a) and any removal
of the Collateral Agent, the Custodial Agent or the Securities Intermediary
pursuant to clause (iii) of this Section 15.10(a). Upon any such resignation or
removal, the Company shall have the right to appoint a successor Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be, which
shall not be an Affiliate of the Purchase Contract Agent. If no successor
Collateral Agent, Custodial Agent or Securities Intermediary shall have been so
appointed and shall have accepted such appointment within 45 days after the
retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s giving
of notice of resignation or the Company’s or the Purchase Contract Agent’s
giving notice of such removal, then the retiring or removed Collateral Agent,
Custodial Agent or Securities Intermediary may petition any court of competent
jurisdiction, at the expense of the Company, for the appointment of a successor
Collateral Agent, Custodial Agent or Securities Intermediary. The Collateral
Agent, the Custodial Agent and the Securities Intermediary shall each be a bank
or a national banking association which has an office (or an agency office) in
New York City with a combined capital and surplus of at least $50,000,000. Upon
the acceptance of any appointment as Collateral Agent, Custodial Agent or
Securities Intermediary hereunder by a successor Collateral Agent, Custodial
Agent or Securities Intermediary, as the case may be, such successor Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be, shall
thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be, and the retiring Collateral Agent, Custodial
Agent or Securities Intermediary, as the case may be, shall take all
appropriate action, subject to payment of any amounts then due and payable to
it hereunder, to transfer any money and property held by it hereunder
(including the Collateral) to such successor. The retiring Collateral Agent,
Custodial Agent or Securities Intermediary shall, upon such succession, be
discharged from its duties and obligations as Collateral Agent, Custodial Agent
or Securities Intermediary hereunder. After any retiring Collateral Agent’s,
Custodial Agent’s or Securities Intermediary’s resignation hereunder as
Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of
this Article


80






15 shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as the Collateral Agent, the Custodial
Agent or the Securities Intermediary. Any resignation or removal of the
Collateral Agent, the Custodial Agent or the Securities Intermediary hereunder,
at a time when such Person is also acting as the Collateral Agent, the
Custodial Agent or the Securities Intermediary, as the case may be, shall be
deemed for all purposes of this Agreement as the simultaneous resignation or
removal of the Collateral Agent, the Securities Intermediary or the Custodial
Agent, as the case may be.


                    (b)
Because The Bank of New York is serving as the Collateral Agent hereunder and
also as the Purchase Contract Agent hereunder, if an event of default or a
collateral event of default occurs hereunder The Bank of New York will resign
as the Collateral Agent, Custodial Agent and the Securities Intermediary, but
continue to act as the Purchase Contract Agent. A successor Collateral Agent,
Custodial Agent and Securities Intermediary will be appointed in accordance
with the terms of this Article 15.


          Section
15.11 Right to Appoint Agent or Advisor.
The Collateral Agent shall have the right to appoint agents or advisors in
connection with any of its duties hereunder, and the Collateral Agent shall not
be liable for any action taken or omitted by, or in reliance upon the advice
of, such agents or advisors selected in good faith. The appointment of agents
pursuant to this Section 15.11 shall be subject to prior written consent of the
Company, which consent shall not be unreasonably withheld.


          Section
15.12 Survival. The
provisions of this Article 15 shall survive termination of this Agreement and
the resignation or removal of the Collateral Agent, the Custodial Agent or the
Securities Intermediary.


          Section
15.13 Exculpation.
Anything contained in this Agreement to the contrary notwithstanding, in no
event shall the Collateral Agent, the Custodial Agent or the Securities
Intermediary or their officers, directors, employees or agents be liable under
this Agreement to any third party for indirect, special, punitive, or
consequential loss or damage of any kind whatsoever, including, but not limited
to, lost profits, whether or not the likelihood of such loss or damage was
known to the Collateral Agent, the Custodial Agent or the Securities
Intermediary, or any of them and regardless of the form of action.


          Section
15.14 Expenses, Etc.
The Company agrees to reimburse the Collateral Agent, the Custodial Agent and
the Securities Intermediary for: 


                    (a)
all reasonable costs, fees and expenses of the Collateral Agent, the Custodial
Agent and the Securities Intermediary (including, without limitation, the
reasonable fees and expenses of counsel to the Collateral Agent, the Custodial
Agent and the Securities Intermediary), in connection with (i) the negotiation,
preparation, execution and delivery or performance of this Agreement and (ii)
any modification, supplement or waiver of any of the terms of this Agreement;


                    (b)
all reasonable costs, fees and expenses of the Collateral Agent, the Custodial
Agent and the Securities Intermediary (including, without limitation,
reasonable fees and expenses of counsel) in connection with (i) any enforcement
or proceedings resulting or incurred in connection with causing any Holder to
satisfy its obligations under the Purchase Contracts forming a part of the
Units and (ii) the enforcement of this Section 15.14;


                    (c)
all transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any governmental or revenue authority in respect of this Agreement or
any other document 


81






referred to
herein and all costs, expenses, taxes, assessments and other charges incurred
in connection with any filing, registration, recording or perfection of any
security interest contemplated hereby;


                    (d)
all reasonable fees and expenses of any agent or advisor appointed by the
Collateral Agent and consented to by the Company under Section 15.11 of this
Agreement; and


                    (e)
any other out-of-pocket costs and expenses reasonably incurred by the
Collateral Agent, the Custodial Agent and the Securities Intermediary in
connection with the performance of their duties hereunder.


          Section
15.15 Force Majeure.



In no event
shall any of the Collateral Agent, Custodial Agent and Securities Intermediary
be responsible or liable for any failure or delay in the performance of its
obligations under this Agreement arising out of or caused directly or
indirectly, by acts of God; earthquake; fires; floods; wars; civil or military
disturbances; terrorist acts; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities; accidents; labor disputes; or acts of civil or
military authority or governmental actions; it being understood that the Purchase
Contract Agent shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under such circumstances.


ARTICLE 16


MISCELLANEOUS


          Section
16.01 Security Interest Absolute.
All rights of the Collateral Agent and security interests hereunder, and all
obligations of the Holders from time to time hereunder pursuant to the Pledge,
shall be absolute and unconditional irrespective of:


                    (a)
any lack of validity or enforceability of any provision of the Purchase
Contracts or the Units or any other agreement or instrument relating thereto;


                    (b)
any change in the time, manner or place of payment of, or any other term of, or
any increase in the amount of, all or any of the obligations of Holders of the
Units under the related Purchase Contracts, or any other amendment or waiver of
any term of, or any consent to any departure from any requirement of, the
Purchase Contract Agreement or any Purchase Contract or any other agreement or
instrument relating thereto; or


                    (c)
any other circumstance which might otherwise constitute a defense available to,
or discharge of, a borrower, a guarantor or a pledgor. 


          Section 16.02
Notice of Special Event, Special Event
Redemption and Termination Event. Upon the occurrence
of a Special Event, a Special Event Redemption or a Termination Event, the
Company shall deliver written notice to the Purchase Contract Agent, the
Collateral Agent and the Securities Intermediary. Upon the written request of
the Collateral Agent or the Securities Intermediary, the Company shall inform
such party whether or not a Special Event, a Special Event Redemption or a
Termination Event has occurred.


[SIGNATURES ON THE FOLLOWING PAGE]


82






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


	
 

	
 

	
 

	
 

	
 


	
CIT GROUP
  INC.

	
 

	
THE BANK OF
  NEW YORK,


	
 

	
 

	
 

	
as Purchase
  Contract Agent and as attorney-in-fact of the Holders from time to time of
  the Units


	
 

	
 

	
 

	
 

	
 


	
By:

	
 /s/ Glenn A. Votek

	
 

	
By:

	
 /s/ Larry O'Brien


	
 

	


	
 

	
 

	



	
 

	
Name: Glenn A. Botek

	
 

	
 

	
  Name: Larry O'Brien


	
 

	
Title: Executive Vice President and Treasurer

	
 

	
 

	
  Title: Vice President


	
 

	
 

	
 

	
 

	
 


	
Address for
  Notices:

	
 

	
Address for
  Notices:


	
 

	
 

	
 

	
 

	
 


	
 

	
CIT Group
  Inc.

	
 

	
 

	
The Bank of
  New York


	
 

	
1 CIT Drive, Livingston

	
 

	
 

	
101 Barclay
  Street, 8W


	
 

	
New Jersey 07039

	
 

	
 

	
New York, NY
  10286


	
 

	
Telecopier
  No.: 973-740-5148

	
 

	
 

	
Telephone
  No.: 212-815-5995


	
 

	
Attention:
  Treasurer and General Counsel

	
 

	
 

	
Telecopier
  No.: 212-815-5704


	
 

	
 

	
 

	
 

	
Attention: Corporate
  Finance Division


	
 

	
 

	
 

	
 

	
 


	
THE BANK OF
  NEW YORK

	
 

	
 

	
 


	
as
  Collateral Agent, Custodial Agent and

	
 

	
 

	
 


	
Securities
  Intermediary

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
By:

	
 /s/
    Larry O'Brien 

	
 

	
 

	
 


	
 

	 
	
 

	
 

	
 


	
 

	
  Name: Larry O'Brien

	
 

	
 

	
 


	
 

	
  Title: Vice President


	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Address for
  Notices:

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
The Bank of
  New York

	
 

	
 

	
 


	
 

	
101 Barclay
  Street, 8W

	
 

	
 

	
 


	
 

	
New York, NY
  10286

	
 

	
 

	
 


	
 

	
Telephone
  No.: 212-815-5995

	
 

	
 

	
 


	
 

	
Telecopier
  No.: 212-815-5704

	
 

	
 

	
 


	
 

	
Attention:
  Corporate Finance Division

	
 

	
 

	
 










EXHIBIT A


(FORM OF FACE OF CORPORATE UNIT CERTIFICATE)


          [For
inclusion in Global Certificates only - THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS
NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”),
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
(OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.


          UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


	
 

	
 


	
No. 1

	
CUSIP No. [__]


	
Number of
  Corporate Units:

	
ISIN No. [__]





CIT GROUP INC.

Corporate Units


          This
Corporate Units Certificate certifies that
              is the registered
Holder of the number of Corporate Units set forth above [For inclusion in
Global Certificates only - or such other number of Corporate Units reflected in
the Schedule of Increases or Decreases in Global Certificate attached hereto,
which number shall not exceed [ ]]. Each Corporate Unit consists of (i) either
(a) an Applicable Ownership Interest in Senior Notes, subject to the Pledge
thereof by such Holder pursuant to the Purchase Contract and Pledge Agreement,
or (b) upon the occurrence of a Special Event Redemption prior to the Purchase
Contract Settlement Date, the Applicable Ownership Interest in the Treasury
Portfolio, subject to the pledge of the Applicable Ownership Interest in the
Treasury Portfolio (as specified in clause (i) of the definition of such term)
by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii)
the rights and obligations of the Holder under one Purchase Contract with the
Company.


          All
capitalized terms used herein that are defined in the Purchase Contract and
Pledge Agreement (as defined on the reverse hereof) have the meaning set forth
therein.


          Pursuant
to the Purchase Contract and Pledge Agreement, the Applicable Ownership
Interest in Senior Notes or the Applicable Ownership Interest in the Treasury
Portfolio (as specified in clause (i) of 


A-1






the definition
of such term), as the case may be, constituting part of each Corporate Unit
evidenced hereby have been pledged to the Collateral Agent, for the benefit of
the Company, to secure the obligations of the Holder under the Purchase
Contract comprising part of such Corporate Unit.


          All
payments of the principal amount with respect to the Senior Notes underlying
the Pledged Applicable Ownership Interests in Senior Notes or all payments with
respect to the Applicable Ownership Interests in the Treasury Portfolio (as
specified in clause (i) of the definition of such term), as the case may be, or
payments of interest on the Pledged Applicable Ownership Interests in Senior
Notes or distributions with respect to the Applicable Ownership Interests in
the Treasury Portfolio (as specified in clause (ii) of the definition of such
term), as the case may be, constituting part of the Corporate Units shall be
paid on the dates and in the manner set forth in the Purchase Contract and
Pledge Agreement. Interest on the Senior Notes underlying the Applicable
Ownership Interests in Senior Notes and distributions on the Applicable
Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of
the definition of such term), as the case may be, forming part of the Corporate
Units evidenced hereby, which are payable on each Payment Date, shall, subject
to receipt thereof by the Purchase Contract Agent, be paid to the Person in
whose name this Corporate Units Certificate (or a Predecessor Corporate Units
Certificate) is registered at the close of business on the Record Date for such
Payment Date.


          Each
Purchase Contract evidenced hereby obligates the Holder of this Corporate Units
Certificate to purchase, and the Company to sell, on the Purchase Contract
Settlement Date, at a Purchase Price equal to the Stated Amount, a number of
newly issued shares of Common Stock of the Company, equal to the Settlement
Rate, unless on or prior to the Purchase Contract Settlement Date there shall
have occurred a Termination Event, an Early Settlement or a Cash Merger Early
Settlement with respect to such Purchase Contract, all as provided in the
Purchase Contract and Pledge Agreement. The Purchase Price for the shares of
Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if
not paid earlier, shall be paid on the Purchase Contract Settlement Date by
application of payment received in the Remarketing of the Senior Notes underlying
the Pledged Applicable Ownership Interests in Senior Notes equal to the
principal amount thereof or the proceeds of the Pledged Applicable Ownership
Interests in the Treasury Portfolio (as specified in clause (i) of the
definition of such term), as the case may be, pledged to secure the obligations
under such Purchase Contract of the Holder of the Corporate Units of which such
Purchase Contract is a part.


          Distributions
on the Applicable Ownership Interests in Senior Notes and distributions on the
Applicable Ownership Interests in the Treasury Portfolio (as specified in
clause (ii) of the definition of such term) will be payable at the office of
the Purchase Contract Agent in New York City, except that all payments with
respect to Global Certificates will be made by wire transfer of immediately
available funds to the Depositary.


          Each
Purchase Contract evidenced hereby obligates the holder to agree, for U.S.
federal income tax purposes (i) to treat each beneficial owner of a Corporate
Unit as the owner of the applicable interests in the Collateral Account,
including the Senior Notes underlying the Applicable Ownership Interests in
Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or
the Treasury Securities, as applicable, (ii) not to treat the Senior Notes as
contingent payment debt instruments, and (iii) to allocate all of a holder’s
purchase price for a Corporate Unit between the Applicable Ownership Interests
in Senior Notes and the Purchase Contract so that each holder’s initial tax
basis in each Purchase Contract will be $0.00 and each holder’s initial tax
basis in each Applicable Ownership Interest in Senior Notes will be $25.00. 


          The
Company shall pay, on each Payment Date, in respect of each Purchase Contract
forming part of a Corporate Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 0.25%
per year of the Stated Amount, computed on the basis of a 360-day year
consisting of twelve 


A-2






30-day
months. Such Contract Adjustment Payments shall be payable to the Person in
whose name this Corporate Units Certificate is registered at the close of
business on the Record Date for such Payment Date. 


          Contract
Adjustment Payments will be payable at the office of the Purchase Contract
Agent in New York City. If the book-entry system for the Corporate Units
has been terminated, the Contract Adjustment Payments will be payable, at the
option of the Company, by check mailed to the address of the Person entitled
thereto at such Person’s address as it appears on the Security Register, or by
wire transfer to the account designated by such Person by a prior written
notice to the Purchase Contract Agent.


          Reference
is hereby made to the further provisions 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 Purchase
Contract Agent by manual signature, this Corporate Units Certificate shall not
be entitled to any benefit under the Purchase Contract and Pledge Agreement or
be valid or obligatory for any purpose.


A-3









          IN
WITNESS WHEREOF, the Company and the Holder specified above have caused this
instrument to be duly executed. 


	
  

 	
  

 	
  

 
	
  

 	
 CIT GROUP
 INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 HOLDER
 SPECIFIED ABOVE (as to obligations of such Holder under the Purchase
 Contracts)

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 THE BANK OF
 NEW YORK, not individually but solely as attorney-in-fact of such Holder

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 



CERTIFICATE OF AUTHENTICATION 

OF PURCHASE CONTRACT AGENT


This is one of
the Corporate Units Certificates referred to in the within mentioned Purchase
Contract and Pledge Agreement. 


	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF
 NEW YORK,

 
	
  

 	
  

 	
 as Purchase
 Contract Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 



A-4






(REVERSE OF CORPORATE UNIT CERTIFICATE)


          Each
Purchase Contract evidenced hereby is governed by a Purchase Contract and
Pledge Agreement, dated as of October 23, 2007 (as may be supplemented from
time to time, the “Purchase Contract and
Pledge Agreement”), between the Company and The Bank of New York, as
Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units and
Treasury Units from time to time, to which Purchase Contract and Pledge
Agreement and supplemental agreements thereto reference is hereby made for a
description of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Purchase Contract Agent, the Company,
and the Holders and of the terms upon which the Corporate Units Certificates
are, and are to be, executed and delivered. 


          Each
Purchase Contract evidenced hereby obligates the Holder of this Corporate Units
Certificate to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount, a number of shares of
Common Stock equal to the Settlement Rate, unless an Early Settlement, a Cash
Merger Early Settlement or a Termination Event with respect to the Units of
which such Purchase Contract is a part shall have occurred. 


          No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in Section 5.08 of the Purchase Contract and Pledge
Agreement. 


          Each
Purchase Contract evidenced hereby that is settled through Early Settlement or
Cash Merger Early Settlement shall obligate the Holder of the related Corporate
Units to purchase at the Purchase Price, and the Company to sell, a number of
newly issued shares of Common Stock equal to the Minimum Settlement Rate (in the
case of an Early Settlement) or applicable Settlement Rate plus the Make-Whole
Share Amount (in the case of a Cash Merger Early Settlement). 


          In
accordance with the terms of the Purchase Contract and Pledge Agreement, unless
a Termination Event shall have occurred, the Holder of this Corporate Units
Certificate shall pay the Purchase Price for the shares of Common Stock
purchased pursuant to each Purchase Contract evidenced hereby by effecting a
Cash Settlement, an Early Settlement or, if applicable, a Cash Merger Early
Settlement or from the proceeds of the Applicable Ownership Interests in the
Treasury Portfolio (as specified in clause (i) of the definition of such term)
or a Remarketing of the Senior Notes underlying the Pledged Applicable Ownership
Interests in Senior Notes. Unless Applicable Ownership Interests in the
Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes
as a component of Corporate Units, a Holder of Corporate Units who (1) does
not, on or prior to 5:00 p.m. (New York City time) on the first Business Day
immediately preceding the First Remarketing Date make an effective Cash
Settlement in the manner provided in the Purchase Contract and Pledge Agreement
or (2) on or prior to 5:00 p.m. (New York City time) on the second Business Day
immediately preceding the First Remarketing Date (in the case of Corporate
Units, unless a Special Event Redemption has occurred) or the second Business
Day immediately preceding the Purchase Contract Settlement Date (in the case of
Corporate Units after the occurrence of a Special Event Redemption), does not
make an effective Early Settlement, shall pay the Purchase Price for the shares
of Common Stock to be delivered under the related Purchase Contract from the
proceeds of the sale of the Senior Notes underlying the Pledged Applicable
Ownership Interests in Senior Notes held by the Collateral Agent in the
Remarketing unless the Holder has previously made a Cash Merger Early
Settlement. If the Treasury Portfolio has replaced the Senior Notes as a
component of Corporate Units, a Holder of Corporate Units shall pay the
Purchase Price for the shares of Common Stock to be delivered under the related
Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests
in the Treasury Portfolio (as specified in clause (i) of the definition of such
term). 


A-5






          As
provided in the Purchase Contract and Pledge Agreement, upon the occurrence of
a Failed Final Remarketing, as of the Purchase Contract Settlement Date, each
Holder of any Pledged Applicable Interests in Senior Notes, unless such Holder
has elected Cash Settlement and delivered cash in accordance with Section
5.02(a) of the Purchase Contract and Pledge Agreement, shall be deemed to have
exercised such Holder’s Put Right with respect to the Senior Notes underlying
such Applicable Ownership Interests in Senior Notes and to have elected to have
the Proceeds of the Put Right set-off against such Holder’s obligation to pay
the aggregate Purchase Price for the shares of Common Stock to be issued under
the related Purchase Contracts in full satisfaction of such Holders’
obligations under such Purchase Contracts. 


          The
Company shall not be obligated to issue any shares of Common Stock in respect
of a Purchase Contract or deliver any certificates therefor to the Holder
unless it shall have received payment of the aggregate Purchase Price for the
shares of Common Stock to be purchased thereunder in the manner set forth in
the Purchase Contract and Pledge Agreement. 


          The
Purchase Contracts and all obligations and rights of the Company and the
Holders thereunder, including, without limitation, the rights of the Holders to
receive and the obligation of the Company to pay any Contract Adjustment Payments,
shall immediately and automatically terminate, without the necessity of any
notice or action by any Holder, the Purchase Contract Agent or the Company, if,
on or prior to the Purchase Contract Settlement Date, a Termination Event shall
have occurred. Upon the occurrence of a Termination Event, the Company shall
give written notice to the Purchase Contract Agent and to the Holders, at their
addresses as they appear in the Security Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Senior Notes underlying the Pledged Applicable Ownership Interests in Senior
Notes or the Applicable Ownership Interests in the Treasury Portfolio (as
specified in clause (i) of the definition of such term) forming a part of each
Corporate Unit from the Pledge. A Corporate Unit shall thereafter represent the
right to receive the Senior Note underlying the Applicable Ownership Interest
in the Senior Notes or the Applicable Ownership Interests in the Treasury
Portfolio forming a part of such Corporate Units in accordance with the terms
of the Purchase Contract and Pledge Agreement. 


          Under
the terms of the Purchase Contract and Pledge Agreement, the Purchase Contract
Agent will be entitled to exercise the voting and any other consensual rights
pertaining to the Senior Notes underlying the Pledged Applicable Ownership
Interests in Senior Notes, but only to the extent instructed in writing by the
Holders. Upon receipt of notice of any meeting at which holders of Senior Notes
are entitled to vote or upon any solicitation of consents, waivers or proxies
of holders of Senior Notes, the Purchase Contract Agent shall, as soon as
practicable thereafter, mail, first class, postage pre-paid, to the Corporate
Units Holders the notice required by the Purchase Contract and Pledge
Agreement. 


          Upon
the occurrence of a Special Event Redemption, the Collateral Agent shall
surrender the Senior Notes underlying the Pledged Applicable Ownership
Interests in Senior Notes against delivery of an amount equal to the aggregate
Redemption Price of such Senior Notes and shall deposit the funds in the
Collateral Account in exchange for such Senior Notes. Thereafter, the
Collateral Agent shall cause the Securities Intermediary to apply an amount
equal to the aggregate Redemption Amount of such funds to purchase, on behalf
of the Holders of Corporate Units, the Treasury Portfolio. 


          Following
the occurrence of a Special Event Redemption prior to the Purchase Contract
Settlement Date, the Collateral Agent shall have such security interest rights
with respect to the Applicable Ownership Interests in the Treasury Portfolio
(as specified in clause (i) of the definition of such term) as the Collateral
Agent had in respect of Applicable Ownership Interests in Senior Notes and the
underlying Senior Notes, as provided in the Purchase Contract and Pledge
Agreement and any reference herein to the Senior Notes or Applicable Ownership
Interests in Senior Notes shall be deemed 


A-6






to be a reference
to the Treasury Portfolio or the Applicable Ownership Interests in the Treasury
Portfolio, as the case may be. 


          The
Corporate Units Certificates are issuable only in registered form and only in
denominations of a single Corporate Unit and any integral multiple thereof. The
transfer of any Corporate Units Certificate will be registered and Corporate
Units Certificates may be exchanged as provided in the Purchase Contract and
Pledge Agreement. A Holder who elects to substitute a Treasury Security for the
Senior Note underlying the Applicable Ownership Interests in Senior Notes or
Applicable Ownership Interests in the Treasury Portfolio, as the case may be,
thereby creating Treasury Units, shall be responsible for any fees or expenses
payable in connection therewith. Except as provided in the Purchase Contract
and Pledge Agreement, such Corporate Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such
Corporate Unit in respect of the Applicable Ownership Interest in Senior Notes,
or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
and Purchase Contract constituting such Corporate Units may be transferred and
exchanged only as a Corporate Unit. 


          Subject
to, and in compliance with, the conditions and terms set forth in the Purchase
Contract and Pledge Agreement, the Holder of Corporate Units may effect a
Collateral Substitution. From and after such Collateral Substitution, each Unit
for which Pledged Treasury Securities secure the Holder’s obligation under the
Purchase Contract shall be referred to as a “Treasury Unit”. A Holder may make
such Collateral Substitution only in integral multiples of 40 Corporate Units
for 40 Treasury Units. If Applicable Ownership Interests in the Treasury
Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a
component of the Corporate Units, a Holder may substitute Treasury Securities
for the Applicable Ownership Interests in the Treasury Portfolio only in integral
multiples of 6,400 Corporate Units. 


          Subject
to and upon compliance with the provisions of the Purchase Contract and Pledge
Agreement, at the option of the Holder thereof, Purchase Contracts underlying
Units may be settled early by effecting an Early Settlement as provided in the
Purchase Contract and Pledge Agreement in integral multiples of 40 Corporate
Units, or if Applicable Ownership Interests in the Treasury Portfolio have
replaced the Applicable Ownership Interests in Senior Notes as a component of
the Corporate Units, in integral multiples of 6,400 Corporate Units. 


          Upon
Early Settlement of Purchase Contracts by a Holder of the related Units, the
Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes
or the Applicable Ownership Interests in the Treasury Portfolio (as specified
in clause (i) of the definition of such term) underlying such Units shall be
released from the Pledge as provided in the Purchase Contract and Pledge
Agreement and the Holder shall be entitled to receive a number of shares of
Common Stock on account of each Purchase Contract forming part of a Corporate
Unit as to which Early Settlement is effected equal to the Minimum Settlement
Rate. 


          Upon
the occurrence of a Cash Merger, a Holder of Corporate Units may effect Cash
Merger Early Settlement of the Purchase Contracts underlying such Corporate
Units pursuant to the terms of the Purchase Contract and Pledge Agreement in
integral multiples of 40 Corporate Units, or if the Applicable Ownership
Interests in the Treasury Portfolio have replaced the Applicable Ownership
Interests in Senior Notes as a component of the Corporate Units, in integral
multiples of 6,400 Corporate Units. Upon Cash Merger Early Settlement of Purchase
Contracts by a Holder of the related Corporate Units, the Senior Notes
underlying the Pledged Applicable Ownership Interests in Senior Notes or the
Applicable Ownership Interests in the Treasury Portfolio (as specified in
clause (i) of the definition of such term) underlying such Corporate Units
shall be released from the Pledge as provided in the Purchase Contract and
Pledge Agreement and the Holder shall be entitled to receive a number of shares
of Common Stock 


A-7






on account of
each Purchase Contract forming part of a Corporate Unit as to which Cash Merger
Early Settlement is effected equal to the applicable Settlement Rate. 


          Upon
registration of transfer of this Corporate Units Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee, except as may be required by the Purchase Contract Agent pursuant
to the Purchase Contract and Pledge Agreement), under the terms of the Purchase
Contract and Pledge Agreement and the Purchase Contracts evidenced hereby and
the transferor shall be released from the obligations under the Purchase
Contracts evidenced by this Corporate Units Certificate. The Company covenants
and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees,
to be bound by the provisions of this paragraph. 


          The
Holder of this Corporate Units Certificate, by its acceptance hereof,
authorizes the Purchase Contract Agent to enter into and perform the related
Purchase Contracts forming part of the Corporate Units evidenced hereby on its
behalf as its attorney-in-fact, expressly withholds any consent to the
assumption (i.e., affirmance) of the Purchase Contracts by the Company or its
trustee in the event that the Company becomes the subject of a case under the
Bankruptcy Code, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
consents to the provisions of the Purchase Contract and Pledge Agreement,
authorizes the Purchase Contract Agent to enter into and perform the Purchase
Contract and Pledge Agreement on its behalf as its attorney-in-fact, and
consents to the Pledge of the Applicable Ownership Interests in Senior Notes
and the underlying Senior Notes or the Applicable Ownership Interests in the
Treasury Portfolio (as specified in clause (i) of the definition of such term),
as the case may be, underlying this Corporate Units Certificate pursuant to the
Purchase Contract and Pledge Agreement. The Holder further covenants and agrees
that, to the extent and in the manner provided in the Purchase Contract and
Pledge Agreement, but subject to the terms thereof, any payments with respect
the Senior Notes underlying the Pledged Applicable Ownership Interests in
Senior Notes (other than interest payments thereon) or the Proceeds of the
Applicable Ownership Interests in the Treasury Portfolio (as specified in
clause (i) of the definition of such term), as the case may be, on the Purchase
Contract Settlement Date equal to the aggregate Purchase Price for the related
Purchase Contracts shall be paid by the Collateral Agent to the Company in
satisfaction of such Holder’s obligations under the related Purchase Contracts
and such Holder shall acquire no right, title or interest in such payments. 


          Subject
to certain exceptions, the provisions of the Purchase Contract and Pledge
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts. 


          The
Purchase Contracts shall be governed by, and construed in accordance with, the
laws of the State of New York, applicable to agreements made and to be
performed wholly within such state. 


          The
Purchase Contracts shall not, prior to the settlement thereof, entitle the
Holder to any of the rights of a holder of shares of Common Stock. 


          Prior
to due presentment of this Certificate for registration of transfer, the
Company, the Purchase Contract Agent and its Affiliates and any agent of the
Company or the Purchase Contract Agent may treat the Person in whose name this
Corporate Units Certificate is registered as the owner of the Corporate Units
evidenced hereby for the purpose of receiving payments of interest payable on
the Senior Notes underlying the Applicable Ownership Interests in Senior Notes,
receiving payments of Contract Adjustment Payments (subject to any applicable
record date), performance of the Purchase Contracts and for all other purposes
whatsoever, whether or not any payments in respect thereof be overdue and
notwithstanding any notice to the contrary, and neither the Company, the
Purchase Contract Agent nor any such agent shall be affected by notice to the
contrary. 


A-8






          A
copy of the Purchase Contract and Pledge Agreement is available for inspection
at the offices of the Purchase Contract Agent. 


A-9








ABBREVIATIONS


          The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations: 


	
 

	
 

	
 

	
 

	
 

	
 


	
TEN COM:

	
 

	
as tenants
 in common

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
UNIF GIFT
 MIN ACT:

	
 

	
__________________Custodian

	
 

	
_________________

	
 


	
 

	
 

	
     (cust)

	
 

	
(minor)

	
 


	
 

	
 

	
Under
 Uniform Gifts to Minors Act of

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
TENANT:

	
 

	
as tenants
 by the entireties

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
JT TEN:

	
 

	
as joint
 tenants with right of survivorship and not as tenants in common

	
 

	
 

	
 





Additional
abbreviations may also be used though not in the above list. 


          FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


(Please
insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee) 


(Please Print or Type Name and Address
Including Postal Zip Code of Assignee)


the within
Corporate Units Certificates and all rights thereunder, hereby irrevocably
constituting and appointing attorney          
                 , to transfer said Corporate Units
Certificates on the books of CIT Group Inc., with full power of substitution in
the premises. 





	
 

	
 

	
 

	
 

	
 


	
Dated: 

	
 

	
 

	
Signature

	
 


	
 

	


	
 

	
 

	



	
 

	
 

	
 


	
 

	
 

	
NOTICE: The
 signature to this assignment must correspond with the name as it appears upon
 the face of the within Corporate Units Certificates in every particular,
 without alteration or enlargement or any change whatsoever.








	
 

	
 

	
 


	
 

	
Signature
 Guarantee: 

	
 


	
 

	
 

	






A-10







	
 

	
 

	
 

	
 


	
Dated: 

	
 

	
 

	
REGISTERED
 HOLDER


	
 

	


	
 

	
 


	
 

	
 

	
 


	
If shares
 are to be registered in the name of and delivered to a Person other than the
 Holder, please (i) print such Person’s name and address and (ii) provide a
 guarantee of your signature:

	
 

	
Please print
 name and address of Register Holder:


	
 

	
 

	
 


	


	
 

	



	
Name

	
 

	
Name


	
 

	
 

	
 


	


	
 

	



	
Address

	
 

	
Address


	
 

	
 

	
 


	


	
 

	
 


	
Social
 Security or other Taxpayer 

 Identification Number, if any

	
 

	
 








	
 

	
 


	
Signature 

	
 


	
 

	









	
 

	
 


	
Signature
 Guarantee:

	
 


	
 

	






A-11







SETTLEMENT INSTRUCTIONS


          The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon settlement on or after the Purchase Contract Settlement Date
of the Purchase Contracts underlying the number of Corporate Units evidenced by
this Corporate Units Certificate be registered in the name of, and delivered,
together with a check in payment for any fractional share, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable
incident thereto. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(if assigned
 to another person)


	
 

	
 

	
 


	
Dated: 

	
 

	
 

	
 


	
 

	


	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
REGISTERED
 HOLDER


	
 

	
 

	
 


	
If shares
 are to be registered in the name of and delivered to a Person other than the
 Holder, please (i) print such Person’s name and address and (ii) provide a
 guarantee of your signature:

	
 

	
Please print
 name and address of Registered Holder:


	
 

	
 

	
 


	


	
 

	



	
Name

	
 

	
Name


	
 

	
 

	
 


	


	
 

	



	
Address

	
 

	
Address


	
 

	
 

	
 


	


	
 

	
 


	
Social
 Security or other Taxpayer

	
 

	
 


	
Identification
 Number, if any

	
 

	
 








	
 

	
 


	
Signature 

	
 


	
 

	









	
 

	
 


	
Signature

 Guarantee: 

	
 


	
 

	






A-12







ELECTION TO SETTLE EARLY/CASH MERGER EARLY
SETTLEMENT


          The
undersigned Holder of this Corporate Units Certificate hereby irrevocably
exercises the option to effect [Early Settlement] [Cash Merger Early
Settlement] in accordance with the terms of the Purchase Contract and Pledge
Agreement with respect to the Purchase Contracts underlying the number of
Corporate Units evidenced by this Corporate Units Certificate specified below.
The option to effect [Early Settlement] [Cash Merger Early Settlement] may be
exercised only with respect to Purchase Contracts underlying Corporate Units in
multiples of 40 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership
Interests in the Treasury Portfolio have replaced Applicable Ownership
Interests in the Senior Notes as a component of the Corporate Units, Corporate
Units Holders may only effect [Early Settlement] [Cash Merger Early Settlement]
in multiples of 6,400 Corporate Units. The undersigned Holder directs that a
certificate for shares of Common Stock or other securities deliverable upon
such [Early Settlement] [Cash Merger Early Settlement] be registered in the
name of, and delivered, together with a check in payment for any fractional
share and any Corporate Units Certificate representing any Corporate Units
evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement]
of the related Purchase Contracts is not effected, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. Senior Notes underlying Pledged Applicable Ownership Interests in Senior
Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the
case may be, deliverable upon such [Early Settlement] [Cash Merger Early
Settlement] will be transferred in accordance with the transfer instructions
set forth below. If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable
incident thereto. 


	
 

	
 

	
 

	
 

	
 


	
Dated: 

	
 

	
 

	
Signature 

	
 


	
 

	


	
 

	
 

	



	
 








	
 

	
 


	
Signature Guarantee: 

	
 


	
 

	






A-13







          Number
of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early
Settlement] of the related Purchase Contracts is being elected: 


	
 

	
 

	
 


	
          If shares of Common Stock or Corporate Units
  Certificates are to be registered in the name of and delivered to, and Senior
  Notes underlying Pledged Applicable Ownership Interests in Senior Notes or
  the Applicable Ownership Interests in the Treasury Portfolio, as the case may
  be, are to be transferred, to a Person other than the Holder, please print
  such Person’s name and address:

	
 

	
REGISTERED HOLDER 

  

  

  

  

  

  Please print name and address of Registered Holder:


	
 

	
 

	
 


	


	
 

	



	
Name

	
 

	
Name


	
 

	
 

	
 


	


	
 

	



	
Address

	
 

	
Address


	
 

	
 

	
 


	


	
 

	
 


	
Social Security or other Taxpayer

  Identification Number, if any

	
 

	
 





A-14






Transfer Instructions for Senior Notes underlying
Pledged Applicable Ownership Interests in Senior Notes or the Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, transferable
upon [Early Settlement] [Cash Merger Early Settlement]:


A-15






[TO BE ATTACHED TO
GLOBAL CERTIFICATES]


SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL CERTIFICATE


The initial number of Corporate Units evidenced by
this Global Certificate is [          ].
The following increases or decreases in this Global Certificate have been made:


	
 

	
 

	
 

	
 

	
 


	
 Date

	
Amount of increase 

  in number of

  Corporate Units

  evidenced by the

  Global Certificate

	
Amount of decrease

  in number of

  Corporate Units

  evidenced by the

  Global Certificate

	
Number of Corporate

  Units evidenced by this

  Global Certificate

  following such

  decrease or increase

	
Signature of

  authorized signatory

  of Purchase

  Contract Agent


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 





A-16






EXHIBIT
B


(FORM
OF FACE OF TREASURY UNIT CERTIFICATE)


          [For
inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE
WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT
AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


          UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 


	
 

	
 

	
 


	
No. 1

	
 

	
 


	
 

	
 

	
CUSIP No. [___]


	
 

	
 

	
ISIN No. [__]


	
Number of Treasury Units:

	
 

	
 





CIT GROUP INC.

Treasury Units


          This
Treasury Units Certificate certifies that is the registered Holder of the
number of Treasury Units set forth above [For inclusion in Global Certificates
only - or such other number of Treasury Units reflected in the Schedule of
Increases or Decreases in Global Certificate attached hereto, which number
shall not exceed [ ]]. Each Treasury Unit consists of (i) a 1/40 undivided
beneficial ownership interest in a Treasury Security having a principal amount
at maturity equal to $1,000, subject to the Pledge of such Treasury Security by
such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii)
the rights and obligations of the Holder under one Purchase Contract with the
Company.


          All
capitalized terms used herein that are defined in the Purchase Contract and
Pledge Agreement (as defined on the reverse hereof) have the meaning set forth
therein.


          Pursuant
to the Purchase Contract and Pledge Agreement, the Treasury Securities
underlying each Treasury Unit evidenced hereby have been pledged to the
Collateral Agent, for the benefit of the


B-1






Company, to secure the obligations of the Holder under
the Purchase Contract comprising part of such Treasury Unit. 


          Each
Purchase Contract evidenced hereby obligates the Holder of this Treasury Units
Certificate to purchase, and the Company to sell, on the Purchase Contract
Settlement Date, at a Purchase Price equal to the Stated Amount, a number of
newly issued shares of Common Stock of the Company, equal to the Settlement
Rate, unless prior to or on the Purchase Contract Settlement Date there shall
have occurred a Termination Event, an Early Settlement or a Cash Merger Early
Settlement with respect to such Purchase Contract, all as provided in the
Purchase Contract and Pledge Agreement. The Purchase Price for the shares of
Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if
not paid earlier, shall be paid on the Purchase Contract Settlement Date by
application of the proceeds from the Treasury Securities at maturity pledged to
secure the obligations under such Purchase Contract of the Holder of the
Treasury Units of which such Purchase Contract is a part.


          Each
Purchase Contract evidenced hereby obligates the holder to agree, for U.S.
federal income tax purposes, to treat each beneficial owner of a Treasury Unit
as the owner of the applicable interests in the Treasury Securities. 


          The
Company shall pay, on each Payment Date, in respect of each Purchase Contract
forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to
0.25% per year of the Stated Amount, computed on the basis of a 360–day
year of twelve 30–day months. Such Contract Adjustment Payments shall be
payable to the Person in whose name this Treasury Units Certificate is
registered at the close of business on the Record Date for such Payment Date. 


          Contract
Adjustment Payments will be payable at the office of the Purchase Contract
Agent in New York City. If the book–entry system for the Corporate Units
has been terminated, the Contract Adjustment Payments will be payable, at the option
of the Company, by check mailed to the address of the Person entitled thereto
at such Person’s address as it appears on the Security Register, or by wire
transfer to the account designated by such Person by a prior written notice to
the Purchase Contract Agent.


          Reference
is hereby made to the further provisions 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 Purchase
Contract Agent by manual signature, this Treasury Units Certificate shall not
be entitled to any benefit under Purchase Contract and Pledge Agreement or be
valid or obligatory for any purpose.


B-2







          IN
WITNESS WHEREOF, the Company and the Holder specified above have caused this
instrument to be duly executed.


	
 

	
 

	
 

	
 


	
 

	
CIT GROUP INC.


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
HOLDER
 SPECIFIED ABOVE (as to obligations of such Holder under the Purchase
 Contracts)


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
THE BANK OF NEW YORK, not individually but
 solely as attorney-in-fact or such Holder


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:





CERTIFICATE OF AUTHENTICATION OF

PURCHASE CONTRACT AGENT


This is one of
the Treasury Units referred to in the within-mentioned Purchase Contract and
Pledge Agreement.


	
 

	
 

	
 

	
 


	
 

	
THE BANK OF NEW YORK,

 as Purchase Contract Agent


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 





B-3






(REVERSE OF TREASURY UNIT CERTIFICATE)


          Each
Purchase Contract evidenced hereby is governed by a Purchase Contract and
Pledge Agreement, dated as of October 23, 2007 (as may be supplemented from
time to time, the “Purchase Contract and Pledge Agreement”)
between the Company and The Bank of New York, as Collateral Agent, as Custodial
Agent, as Securities Intermediary, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and Treasury Units from
time to time, to which Purchase Contract and Pledge Agreement and supplemental
agreements thereto reference is hereby made for a description of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Purchase Contract Agent, the Company and the Holders and of the terms upon
which the Treasury Units Certificates are, and are to be, executed and
delivered.


          Each
Purchase Contract evidenced hereby obligates the Holder of this Treasury Units
Certificate to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount, a number of newly issued
shares of Common Stock equal to the Settlement Rate, unless an Early
Settlement, a Cash Merger Early Settlement or a Termination Event with respect
to the Unit of which such Purchase Contract is a part shall have occurred. 


          No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in Section 5.08 of the Purchase Contract and Pledge
Agreement.


          Each
Purchase Contract evidenced hereby that is settled through Early Settlement or
Cash Merger Early Settlement shall obligate the Holder of the related Treasury
Units to purchase at the Purchase Price and the Company to sell, a number of
newly issued shares of Common Stock equal to the Minimum Settlement Rate (in the
case of an Early Settlement) or applicable Settlement Rate plus the Make-Whole
Share Amount (in the case of a Cash Merger Early Settlement).


          In
accordance with the terms of the Purchase Contract and Pledge Agreement, the
Holder of this Treasury Unit shall pay the Purchase Price for the shares of the
Common Stock to be purchased pursuant to each Purchase Contract evidenced
hereby either by effecting an Early Settlement or, if applicable, a Cash Merger
Early Settlement of each such Purchase Contract or by applying the proceeds of
the Pledged Treasury Securities underlying such Holder’s Treasury Unit equal to
the Purchase Price for such Purchase Contract to the purchase of the Common
Stock. 


          The
Company shall not be obligated to issue any shares of Common Stock in respect
of a Purchase Contract or deliver any certificates therefor to the Holder
unless it shall have received payment of the aggregate Purchase Price for the
shares of Common Stock to be purchased thereunder in the manner set forth in
the Purchase Contract and Pledge Agreement.


          The
Purchase Contracts and all obligations and rights of the Company and the
Holders thereunder, including, without limitation, the rights of the Holders to
receive and the obligation of the Company to pay any Contract Adjustment
Payments, shall immediately and automatically terminate, without the necessity
of any notice or action by any Holder, the Purchase Contract Agent or the
Company, if, on or prior to the Purchase Contract Settlement Date, a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall give written notice to the Purchase Contract Agent and
the Holders, at their addresses as they appear in the Security Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Treasury Securities underlying each Treasury Unit from the Pledge.
A Treasury Unit shall thereafter represent the right to receive the


B-4






Treasury
Security underlying such Treasury Unit, in accordance with the terms of the
Purchase Contract and Pledge Agreement. 


          The
Treasury Units Certificates are issuable only in registered form and only in
denominations of a single Treasury Unit and any integral multiple thereof. The
transfer of any Treasury Units Certificate will be registered and Treasury
Units Certificates may be exchanged as provided in the Purchase Contract and
Pledge Agreement. A Holder who elects to substitute Senior Notes or Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, for Treasury
Securities, thereby recreating Corporate Units, shall be responsible for any
fees or expenses payable in connection therewith. Except as provided in the
Purchase Contract and Pledge Agreement, such Treasury Unit shall not be
separable into its constituent parts, and the rights and obligations of the
Holder of such Treasury Unit in respect of the Treasury Security and the
Purchase Contract constituting such Treasury Unit may be transferred and
exchanged only as a Treasury Unit.


          Subject
to, and in compliance with, the conditions and terms set forth in the Purchase
Contract and Pledge Agreement, the Holder of Treasury Units may effect a
Collateral Substitution. From and after such substitution, each Unit for which
Pledged Applicable Ownership Interests in Senior Notes, or Pledged Applicable
Ownership Interests in the Treasury Portfolio, as the case may be, secure the
Holder’s obligation under the Purchase Contract shall be referred to as a
“Corporate Unit”. A Holder may make such Collateral substitution only in
multiples of 40 Treasury Units for 40 Corporate Units. If Applicable Ownership
Interests in the Treasury Portfolio have replaced the Applicable Ownership
Interests in Senior Notes as a component of the Corporate Units, a Holder may
substitute Applicable Ownership Interests in the Treasury Portfolio for
Treasury Securities only in integral multiples of 6,400 Treasury Units. 


          Subject
to and upon compliance with the provisions of the Purchase Contract and Pledge
Agreement, at the option of the Holder thereof, Purchase Contracts underlying
Units may be settled early by effecting an Early Settlement as provided in the
Purchase Contract and Pledge Agreement in integral multiples of 40 Treasury Units.


          Upon
Early Settlement of Purchase Contracts by a Holder of the related Units, the
Pledged Treasury Securities underlying such Units shall be released from the
Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Treasury Unit as to which Early
Settlement is effected equal to the Minimum Settlement Rate. 


          Upon
the occurrence of a Cash Merger, a Holder of Treasury Units may effect Cash
Merger Early Settlement of the Purchase Contracts underlying such Treasury
Units pursuant to the terms of the Purchase Contract and Pledge Agreement in
integral multiples of 40 Treasury Units. Upon Cash Merger Early Settlement of
Purchase Contracts by a Holder of the related Treasury Units, the Pledged
Treasury Securities underlying such Treasury Units shall be released from the
Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of a Treasury Unit as to which Cash Merger
Early Settlement is effected equal to the applicable Settlement Rate.


          Upon
registration of transfer of this Treasury Units Certificate, the transferee
shall be bound (without the necessity of any other action on the part of such
transferee, except as may be required by the Purchase Contract Agent pursuant
to the Purchase Contract and Pledge Agreement), under the terms of the Purchase
Contract and Pledge Agreement and the Purchase Contracts evidenced hereby and
the transferor shall be released from the obligations under the Purchase
Contracts evidenced by this Treasury Units Certificate. The Company covenants
and agrees, and the Holder, by its acceptance hereof, likewise covenants and
agrees, to be bound by the provisions of this paragraph.


B-5






          The
Holder of this Treasury Units Certificate, by its acceptance hereof, authorizes
the Purchase Contract Agent to enter into and perform the related Purchase
Contracts forming part of the Treasury Units evidenced hereby on its behalf as
its attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the
event that the Company becomes the subject of a case under the Bankruptcy Code,
agrees to be bound by the terms and provisions thereof, covenants and agrees to
perform its obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract and Pledge Agreement, authorizes the
Purchase Contract Agent to enter into and perform the Purchase Contract and
Pledge Agreement on its behalf as its attorney-in-fact, and consents to the
Pledge of the Treasury Securities underlying this Treasury Units Certificate
pursuant to the Purchase Contract and Pledge Agreement. The Holder further
covenants and agrees, that, to the extent and in the manner provided in the
Purchase Contract and Pledge Agreement, but subject to the terms thereof,
payments in respect to the aggregate principal amount at maturity of the
Pledged Treasury Securities on the Purchase Contract Settlement Date equal to
the aggregate Purchase Price for the related Purchase Contracts shall be paid
by the Collateral Agent to the Company in satisfaction of such Holder’s
obligations under such Purchase Contracts and such Holder shall acquire no
right, title or interest in such payments.


          Subject
to certain exceptions, the provisions of the Purchase Contract and Pledge
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts.


          The
Purchase Contracts shall be governed by, and construed in accordance with, the
laws of the State of New York, applicable to agreements made and to be
performed wholly within such state. 


          The
Purchase Contracts shall not, prior to the settlement thereof, entitle the
Holder to any of the rights of a holder of shares of Common Stock. 


          Prior
to due presentment of this Certificate for registration of transfer, the
Company, the Purchase Contract Agent and its Affiliates and any agent of the
Company or the Purchase Contract Agent may treat the Person in whose name this
Treasury Units Certificate is registered as the owner of the Treasury Units
evidenced hereby for the purpose of receiving payments of Contract Adjustment
Payments (subject to any applicable record date), performance of the Purchase
Contracts and for all other purposes whatsoever, whether or not any payments in
respect thereof be overdue and notwithstanding any notice to the contrary, and
neither the Company, the Purchase Contract Agent nor any such agent shall be
affected by notice to the contrary.


          A
copy of the Purchase Contract and Pledge Agreement is available for inspection
at the offices of the Purchase Contract Agent.


B-6






ABBREVIATIONS 


          The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


	
 

	
 

	
 

	
 

	
 


	
TEN COM:

	
 

	
as tenants
 in common

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
UNIF GIFT
 MIN ACT:

	
 

	
_____________________Custodian

	
 

	
________________


	
 

	
 

	
               (cust)

	
 

	
(minor)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Under
 Uniform Gifts to Minors Act of

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
TENANT:

	
 

	
as tenants
 by the entireties

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
JT TEN:

	
 

	
as joint
 tenants with right of survivorship and not as tenants in common





Additional
abbreviations may also be used though not in the above list. 


          FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


(Please
insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)


(Please
Print or Type Name and Address Including Postal Zip Code of Assignee) 


the within
Treasury Units Certificates and all rights thereunder, hereby irrevocably
constituting and appointing attorney, to transfer said Treasury Units
Certificates on the books of CIT Group Inc., with full power of substitution in
the premises. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 

	
 

	
Signature

	
 

	
 


	
 

	
 

	


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
NOTICE: The
 signature to this assignment must correspond with the name as it appears upon
 the face of the within Treasury Units Certificates in every particular,
 without alteration or enlargement or any change whatsoever.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Signature
 Guarantee:

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	






B-7







SETTLEMENT INSTRUCTIONS


The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon settlement on or after the Purchase Contract Settlement Date
of the Purchase Contracts underlying the number of Treasury Units evidenced by
this Treasury Units Certificate be registered in the name of, and delivered,
together with a check in payment for any fractional share, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable
incident thereto.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
(if assigned
 to another person)


	
 

	


	
 

	
 


	
 

	
 

	
 

	
REGISTERED
 HOLDER


	
 

	
 

	
 

	
 


	
If shares
 are to be registered in the name of and delivered to a Person other than the
 Holder, please (i) print such Person’s name and address and (ii) provide a
 guarantee of your signature:

	
 

	
Please print
 name and address of Registered Holder:


	
 

	
 

	
 

	
 


	


	
 

	



	
Name

	
 

	
 

	
Name


	
 

	
 

	
 

	
 


	


	
 

	



	
Address

	
 

	
 

	
Address


	
 

	
 

	
 

	
 


	


	
 

	
 


	
Social
 Security or other Taxpayer

	
 

	
 


	
Identification
 Number, if any

	
 

	
 








	
 

	
 

	
 

	
 

	
 


	
Signature

	
 

	
 

	
 


	
 

	


	
 

	
 


	
Signature
 Guarantee:

	
 

	
 

	
 


	
 

	


	
 

	
 





B-8






ELECTION TO SETTLE EARLY/CASH MERGER EARLY
SETTLEMENT


          The
undersigned Holder of this Treasury Units Certificate hereby irrevocably
exercises the option to effect [Early Settlement] [Cash Merger Early
Settlement] in accordance with the terms of the Purchase Contract and Pledge
Agreement with respect to the Purchase Contracts underlying the number of
Treasury Units evidenced by this Treasury Units Certificate specified below.
The option to effect [Early Settlement] [Cash Merger Early Settlement] may be
exercised only with respect to Purchase Contracts underlying Treasury Units in
multiples of 40 Treasury Units or an integral multiple thereof. The undersigned
Holder directs that a certificate for shares of Common Stock or other
securities deliverable upon such [Early Settlement] [Cash Merger Early
Settlement] be registered in the name of, and delivered, together with a check
in payment for any fractional share and any Treasury Units Certificate
representing any Treasury Units evidenced hereby as to which [Early Settlement]
[Cash Merger Early Settlement] of the related Purchase Contracts is not
effected, to the undersigned at the address indicated below unless a different
name and address have been indicated below. Pledged Treasury Securities
deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be
transferred in accordance with the transfer instructions set forth below. If
shares are to be registered in the name of a Person other than the undersigned,
the undersigned will pay any transfer tax payable incident thereto.


	
 

	
 

	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
Signature

	
 


	
 

	


	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
Signature
 Guarantee:

	
 

	
 


	
 

	


	
 





          Number
of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early
Settlement] of the related Purchase Contracts is being elected:


	
 

	
 

	
 


	
If shares
 are to be registered in the name of and delivered to a Person other than the
 Holder, please (i) print such Person’s name and address and (ii) provide a
 guarantee of your signature:

	
 

	
REGISTERED
 HOLDER

 

 Please print name and address of Registered Holder:


	
 

	
 

	
 


	


	
 

	



	
Name

	
 

	
Name


	
 

	
 

	
 


	


	
 

	



	
Address

	
 

	
Address


	
 

	
 

	
 


	


	
 

	
 


	
Social Security
 or other Taxpayer
Identification Number, if any

	
 

	
 





B-9






          Transfer
Instructions for Pledged Treasury Securities transferable upon [Early
Settlement] [Cash Merger Early Settlement]:


B-10






[TO BE ATTACHED TO GLOBAL CERTIFICATES]


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
CERTIFICATE


The initial
number of Treasury Units evidenced by this Global Certificate is
[          ]. The following
increases or decreases in this Global Certificate have been made:


	
 

	
 

	
 

	
 

	
 


	
 Date

	
Amount of increase

  in number of Treasury

  Units evidenced by the

  Global Certificate

	
Amount of decrease
in number of
Treasury Units

  evidenced by the
 Global Certificate

	
Number of Treasury
Units evidenced by this
Global Certificate
following such

  decrease or increase

	
Signature of

  authorized signatory

  of Purchase

  Contract Agent


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 







B-11







EXHIBIT C


INSTRUCTION TO PURCHASE CONTRACT AGENT FROM
HOLDER
(To Create Treasury Units or Corporate Units)


The Bank of
New York,

as Purchase Contract Agent

101 Barclay Street, 8W

New York, NY 10286

Telephone No.: 212-815-5995

Telecopier No.: 212-815-5704

Attention: Corporate Finance Division


          Re:
[          Corporate Units]
[          Treasury Units] of
CIT Group Inc., a Delaware corporation (the “Company”).


          The
undersigned Holder hereby notifies you that it has delivered to The Bank of New
York, as Securities Intermediary, for credit to the Collateral Account, $               Value
of [Senior Notes] [Applicable Ownership Interests in the Treasury Portfolio]
[Treasury Securities] in exchange for an equal Value of [Pledged Treasury
Securities] [Senior Notes underlying Pledged Applicable Ownership Interests in
Senior Notes] [Pledged Applicable Ownership Interests in the Treasury
Portfolio] held in the Collateral Account, in accordance with the Purchase
Contract and Pledge Agreement, dated as of October 23, 2007 (the “Agreement”; unless otherwise defined
herein, terms defined in the Agreement are used herein as defined therein),
between the Company and The Bank of New York, as Collateral Agent, as Custodial
Agent, as Securities Intermediary, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and Treasury Units from
time to time. The undersigned Holder has paid all applicable fees and expenses
relating to such exchange. The undersigned Holder hereby instructs you to
instruct the Collateral Agent to release to you on behalf of the undersigned
Holder the [Senior Notes underlying Pledged Applicable Ownership Interests in
Senior Notes] [Pledged Applicable Ownership Interests in the Treasury
Portfolio] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury
Units].


	
 

	
 

	
 


	
Dated:

	
 

	
Signature


	


	
 

	



	
 

	
 

	
 


	
Signature Guarantee:


	



	
 

	
 

	
 


	
Please print
  name and address of Registered Holder:

	
 

	
 








	
 

	
 

	
 


	


	
 

	



	
Name:

	
 

	
Social
  Security or other Taxpayer Identification Number, if any


	
 

	
 

	
 


	


	
 

	
 


	
Address

	
 

	
 





C-1







EXHIBIT D


NOTICE FROM PURCHASE CONTRACT AGENT

TO HOLDERS UPON TERMINATION EVENT


(Transfer of Collateral upon Occurrence of a
Termination Event)


[HOLDER]


Attention:

Telecopy:


          Re: [          Corporate
Units] [          Treasury
Units] of CIT Group Inc., a Delaware corporation (the “Company”).


          Please
refer to the Purchase Contract and Pledge Agreement, dated as of October 23,
2007 (the “Purchase Contract and Pledge Agreement”; unless otherwise
defined herein, terms defined in the Purchase Contract and Pledge Agreement are
used herein as defined therein), between the Company and The Bank of New York,
as Collateral Agent, as Custodial Agent, as Securities Intermediary, as
Purchase Contract Agent and as attorney-in-fact for the holders of Corporate
Units and Treasury Units from time to time.


          We
hereby notify you that a Termination Event has occurred and that [the Senior
Notes underlying the Pledged Applicable Ownership Interests in Senior Notes]
[the Pledged Applicable Ownership Interests in the Treasury Portfolio] [the
Treasury Securities] comprising a portion of your ownership interest in
[Corporate Units] [Treasury Units] have been released and are being held by us
for your account pending receipt of transfer instructions with respect to such
[Senior Notes] [Pledged Applicable Ownership Interests in the Treasury
Portfolio] [Pledged Treasury Securities] (the “Released Securities”). 


          Pursuant
to Section 3.15 of the Purchase Contract and Pledge Agreement, we hereby
request written transfer instructions with respect to the Released Securities.
Upon receipt of your instructions and upon transfer to us of your [Corporate
Units] [Treasury Units] effected through book-entry or by delivery to us of
your [Corporate Units Certificate] [Treasury Units Certificate], we shall
transfer the Released Securities by book-entry transfer or other appropriate
procedures, in accordance with your instructions. In the event you fail to
effect such transfer or delivery, the Released Securities and any distributions
thereon, shall be held in our name, or a nominee in trust for your benefit,
until such time as such [Corporate Units] [Treasury Units] are transferred or
your [Corporate Units Certificate] [Treasury Units Certificate] is surrendered
or satisfactory evidence is provided that such [Corporate Units Certificate]
[Treasury Units Certificate] has been destroyed, lost or stolen, together with
any indemnification that we or the Company may require.


	
 

	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
THE BANK OF NEW YORK,


	
 

	
 

	
 

	
   as
 Purchase Contract Agent


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 

	
Authorized
 Signatory





D-1






EXHIBIT E


NOTICE TO SETTLE BY SEPARATE CASH


The Bank of
New York,

as Purchase Contract Agent

101 Barclay Street, 8W

New York, NY 10286

Telephone No.: 212-815-5995

Telecopier No.: 212-815-5704

Attention: Corporate Finance Division


          Re: Corporate Units of CIT Group Inc., a Delaware corporation (the “Company”).


          The
undersigned Holder hereby irrevocably notifies you in accordance with Section
5.02 of the Purchase Contract and Pledge Agreement, dated as of October 23,
2007 (the “Purchase Contract and Pledge Agreement”; unless otherwise
defined herein, terms defined in the Purchase Contract and Pledge Agreement are
used herein as defined therein), between the Company and The Bank of New York,
as Collateral Agent, as Custodial Agent, as Securities Intermediary, as
Purchase Contract Agent and as attorney-in-fact for the Holders of the
Corporate Units and Treasury Units from time to time, that such Holder has
elected to pay to the Securities Intermediary for deposit in the Collateral
Account, prior to 5:00 p.m. (New York City time) on the first Business Day
immediately preceding the First Remarketing Date (in lawful money of the United
States by certified or cashiers’ check or wire transfer, in immediately
available funds payable to or upon the order of the Securities Intermediary), $          as the Purchase Price for the shares of Common Stock issuable to such Holder by
the Company with respect to          Purchase Contracts on the Purchase Contract
Settlement Date. The undersigned Holder hereby instructs you to notify promptly
the Collateral Agent of the undersigned Holders’ election to make such Cash
Settlement with respect to the Purchase Contracts related to such Holder’s
Corporate Units.


	
 

	
 

	
 

	
 

	
 


	
Date:

	
 

	
 

	
 

	
 


	
 

	


	
 

	



	
 

	
 

	
 

	
Signature

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Signature
 Guarantee:

	
 


	
 

	
 

	
 

	
 

	






Please print
name and address of Registered Holder:


E-1






EXHIBIT F


RESERVED


F-1






EXHIBIT G


INSTRUCTION

FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Creation of Treasury Units)


The Bank of
New York,

as Purchase Contract Agent

101 Barclay Street, 8W

New York, NY 10286

Telephone No.: 212-815-5995

Telecopier No.: 212-815-5704

Attention: Corporate Finance Division


          Re: Corporate Units of CIT Group Inc.
(the “Company”).


          Please
refer to the Purchase Contract and Pledge Agreement, dated as of October 23,
2007 (the “Agreement”), among the Company and The Bank of New York, as
Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units and
Treasury Units from time to time. Capitalized terms used herein but not defined
shall have the meaning set forth in the Agreement.


          We
hereby notify you in accordance with Section 3.13 of the Agreement that the
holder of securities named below (the “Holder”) has elected to substitute $          Value
of Treasury Securities or security entitlements with respect thereto in
exchange for an equal Value of [Senior Notes underlying Pledged Applicable
Ownership Interests in Senior Notes] [Pledged Applicable Ownership Interests in
the Treasury Portfolio] relating to          Corporate Units and has delivered to the
undersigned a notice stating that the Holder has Transferred such Treasury
Securities or security entitlements with respect thereto to the Securities
Intermediary, for credit to the Collateral Account. 


          We
hereby request that you instruct the Securities Intermediary, upon confirmation
that such Treasury Securities or security entitlements thereto have been
credited to the Collateral Account, to release to the undersigned an equal
Value of [Senior Notes underlying Pledged Applicable Ownership Interests in
Senior Notes] [Pledged Applicable Ownership Interests in the Treasury
Portfolio] or security entitlements with respect thereto related to          Corporate
Units of such Holder in accordance with Section 3.13 of the Agreement. 


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 


	
 

	


	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
THE BANK OF
 NEW YORK,


	
 

	
 

	
 

	
   as
 Purchase Contract Agent and as attorney-

    in-fact of the Holders from time to time of

    the Units





G-1






	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
Authorized
  Signatory





Please print
name and address of Holder electing to substitute Treasury Securities or
security entitlements with respect thereto for the [Senior Notes underlying
Pledged Applicable Ownership Interests in Senior Notes] [Pledged Applicable
Ownership Interests in the Treasury Portfolio]:


	
 

	
 

	
 


	


	
 

	



	
Name:

	
 

	
Social
  Security or other Taxpayer Identification Number, if any


	
 

	
 

	
 


	


	
 

	
 


	
Address

	
 

	
 





G-2






EXHIBIT H


INSTRUCTION

FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY
(Creation of
Treasury Units)


The Bank of
New York,

as Securities Intermediary

101 Barclay Street, 8W

New York, NY 10286

Telephone No.: 212-815-5995

Telecopier No.: 212-815-5704

Attention: Corporate Finance Division


          Re: Corporate Units of CIT Group Inc. (the “Company”).


          The
securities account of The Bank of New York, as Collateral Agent, maintained by
the Securities Intermediary and designated “The Bank of New York, as Collateral
Agent of CIT Group Inc., as pledgee of The Bank of New York, as the Purchase
Contract Agent on behalf of and as attorney-in-fact for the Holders” (the “Collateral
Account”).


          Please
refer to the Purchase Contract and Pledge Agreement, dated as of October 23,
2007 (the “Agreement”), between the Company and The Bank of New York, as
Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units and
Treasury Units from time to time. Capitalized terms used herein but not defined
shall have the meaning set forth in the Agreement.


          When
you have confirmed that
$          Value of Treasury
Securities or security entitlements with respect thereto has been credited to
the Collateral Account by or for the benefit of          , as Holder of Corporate Units
(the “Holder”),
you are hereby instructed to release from the Collateral Account an equal Value
of [Senior Notes underlying Pledged Applicable Ownership Interests in Senior
Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] or
security entitlements with respect thereto relating to Corporate Units of the
Holder by Transfer to the Purchase Contract Agent.


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 


	
 

	


	
 

	
 


	
 


	
 

	
THE BANK OF
  NEW YORK,


	
 

	
     as
  Collateral Agent


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
Authorized
  Signatory





H-1






EXHIBIT I


INSTRUCTION

FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT
(Recreation of
Corporate Units)


The Bank of
New York,

as Collateral Agent

101 Barclay Street, 8W

New York, NY 10286

Telephone No.: 212-815-5995

Telecopier No.: 212-815-5704

Attention: Corporate Finance Division


          Re: Treasury Units of CIT Group Inc. (the “Company”).


          Please
refer to the Purchase Contract and Pledge Agreement dated as of October 23,
2007 (the “Agreement”), between the Company and The Bank of New York, as
Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units and
Treasury Units from time to time. Capitalized terms used herein but not defined
shall have the meaning set forth in the Agreement.


          We
hereby notify you in accordance with Section 3.14 of the Agreement that the
holder of securities named below (the “Holder”) has elected to substitute
$               Value of [Senior
Notes] [Applicable Ownership Interests in the Treasury Portfolio] or security
entitlements with respect thereto in exchange for
$               Value of Pledged
Treasury Securities relating to Treasury Units and has delivered to the
undersigned a notice stating that the holder has Transferred such [Senior
Notes] [Applicable Ownership Interests in the Treasury Portfolio] or security
entitlements with respect thereto to the Securities Intermediary, for credit to
the Collateral Account.


          We
hereby request that you instruct the Securities Intermediary, upon confirmation
that such [Senior Notes] [Applicable Ownership Interests in the Treasury
Portfolio] or security entitlements with respect thereto have been credited to
the Collateral Account, to release to the undersigned
$               Value of Treasury
Securities or security entitlements with respect thereto related to          Treasury
Units of such Holder in accordance with Section 3.14 of the Agreement.


	
 

	
 

	
 

	
 


	
 

	
THE BANK OF
  NEW YORK, 


	
 

	
     as
  Purchase Contract Agent


	
 


	
Dated:

	
 

	
By:

	
 


	
 

	


	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
Authorized
  Signatory





I-1






Please print
name and address of Holder electing to substitute [Senior Notes] [Applicable
Ownership Interests in the Treasury Portfolio] or security entitlements with
respect thereto for Pledged Treasury Securities: 


	
 

	
 

	
 


	


	
 

	



	
Name

	
 

	
Social
  Security or other Taxpayer Identification Number, if any


	
 

	
 

	
 


	


	
 

	
 


	
Address

	
 

	
 





I-2







EXHIBIT J


INSTRUCTION

FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY
(Recreation of Corporate Units)


The Bank of
New York,

as Securities Intermediary

101 Barclay Street, 8W

New York, NY 10286

Telephone No.: 212-815-5995

Telecopier No.: 212-815-5704

Attention: Corporate Finance Division



          Re: Treasury
Units of CIT Group Inc. (the “Company”).

          The
securities account of The Bank of New York, as Collateral Agent, maintained by
the Securities Intermediary and designated “The Bank of New York, as Collateral
Agent of CIT Group Inc., as pledgee of The Bank of New York, as the Purchase
Contract Agent on behalf of and as attorney-in-fact for the Holders” (the “Collateral
Account”).


          Please
refer to the Purchase Contract and Pledge Agreement dated as of October 23,
2007 (the “Agreement”), among the Company and The Bank of New York, as
Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units and
Treasury Units from time to time. Capitalized terms used herein but not defined
shall have the meaning set forth in the Agreement.


          When
you have confirmed that
$                              Value
of [Senior Notes] [Applicable Ownership Interests in the Treasury Portfolio] or
security entitlements with respect thereto has been credited to the Collateral
Account by or for the benefit
of                              ,
as Holder of Treasury Units (the “Holder”), you are hereby instructed to release
from the Collateral Account
$                              Value
of Treasury Securities or security entitlements thereto by Transfer to the
Purchase Contract Agent.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
THE BANK OF
 NEW YORK, 


	
 

	
 

	
     as
 Collateral Agent


	
 

	
 

	
 


	
Dated:

	
 

	
 

	
By:

	
 


	
 

	


	
 

	
 

	



	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 

	
Authorized
 Signatory





J-1






EXHIBIT K


NOTICE OF CASH SETTLEMENT FROM PURCHASE
CONTRACT

AGENT TO COLLATERAL AGENT

(Cash Settlement Amounts)


The Bank of
New York,

as Collateral Agent

101 Barclay Street, 8W

New York, NY 10286

Telephone No.: 212-815-5995

Telecopier No.: 212-815-5704

Attention: Corporate Finance Division



          Re: Corporate Units of
CIT Group Inc. (the “Company”).

          Please
refer to the Purchase Contract and Pledge Agreement dated as of October 23,
2007 (the “Agreement”), between the Company and The Bank of New York, as
Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase
Contract Agent and as attorney-in-fact for the holders of Corporate Units and
Treasury Units from time to time. Unless otherwise defined herein, terms
defined in the Agreement are used herein as defined therein. 


          In
accordance with Section 5.02(a)(iv) of the Agreement, we hereby notify you that
as of 5:00 p.m. (New York City time) on the first Business Day immediately
preceding the First Remarketing Date, we have received (i) $                             in
immediately available funds paid in an aggregate amount equal to the Purchase
Price due to the Company on the Purchase Contract Settlement Date with respect
to Corporate Units and (ii) based on the funds received set forth in clause (i)
above, an aggregate principal amount of $ of Senior Notes underlying Pledged
Applicable Ownership Interests in Senior Notes are to be offered for purchase
in each Remarketing.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
THE BANK OF
 NEW YORK, 


	
 

	
 

	
     as
 Purchase Contract Agent


	
 

	
 

	
 


	
Dated:

	
 

	
 

	
By:

	
 


	
 

	


	
 

	
 

	




	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 

	
Authorized
 Signatory





K-1






EXHIBIT L


INSTRUCTION TO CUSTODIAL AGENT REGARDING
REMARKETING


The Bank of
New York,

as Collateral Agent

101 Barclay Street, 8W

New York, NY 10286

Telephone No.: 212-815-5995

Telecopier No.: 212-815-5704

Attention: Corporate Finance Division


          Re: Senior
Notes Due 2015 of CIT Group Inc. (the “Company”).


          The
undersigned hereby notifies you in accordance with Section 5.02(b)(ii) of the
Purchase Contract and Pledge Agreement, dated as of October 23, 2007 (the “Agreement”),
between the Company and The Bank of New York, as Collateral Agent, as Custodial
Agent, as Securities Intermediary, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and Treasury Units from
time to time, that the undersigned elects to deliver $                aggregate principal
amount of Separate Senior Notes for delivery to the Remarketing Agents prior to
5:00 p.m. (New York City time) on the second Business Day immediately preceding
the First Remarketing Date for remarketing pursuant to Section 5.02(b)(ii) of
the Agreement. The undersigned will, upon request of the Remarketing Agents,
execute and deliver any additional documents deemed by the Remarketing Agents
or by the Company to be necessary or desirable to complete the sale, assignment
and transfer of the Separate Senior Notes tendered hereby. Capitalized terms
used herein but not defined shall have the meaning set forth in the Agreement.


          The
undersigned hereby instructs you, upon receipt of the Proceeds of a Successful
Remarketing from the Remarketing Agents, to deliver such Proceeds to the
undersigned in accordance with the instructions indicated herein under “A.
Payment Instructions.” The undersigned hereby instructs you, in the event of a
Failed Final Remarketing, upon receipt of the Separate Senior Notes tendered
herewith from the Remarketing Agents, to deliver such Separate Senior Notes to
the person(s) and the address(es) indicated herein under “B. Delivery
Instructions.”


          With
this notice, the undersigned hereby (i) represents and warrants that the
undersigned has full power and authority to tender, sell, assign and transfer
the Separate Senior Notes tendered hereby and that the undersigned is the
record owner of any Separate Senior Notes tendered herewith in physical form or
a participant in The Depository Trust Company (“DTC”) and the beneficial
owner of any Separate Senior Notes tendered herewith by book-entry transfer to
your account at DTC, (ii) agrees to be bound by the terms and conditions of
Section 5.02(b) of the Agreement and (iii) acknowledges and agrees that after
5:00 p.m. (New York City time) on the second Business Day immediately preceding
the First Remarketing Date, such election shall become an irrevocable election
to have such Separate Senior Notes remarketed in each Remarketing, and that the
Separate Senior Notes tendered herewith will only be returned in the event of a
Failed Final Remarketing.


L-1







	
 

	
 

	
 

	
 

	
 

	
 


	
Date:

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Signature
 Guarantee:


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 


	


	
 

	
 

	
 


	
Name

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	


	
 

	
 

	
 


	
Address

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Social
 Security or other Taxpayer


	
 

	
 

	
 

	
 

	
   Identification
 Number, if any








	
 

	
 


	
A.

	
PAYMENT
 INSTRUCTIONS





Proceeds of a
Successful Remarketing should be paid by check in the name of the person(s) set
forth below and mailed to the address set forth below. 


	
 

	
 

	
 


	
Name(s)

	
 

	
 


	
 

	


	
 


	
 

	
(Please Print)

	
 


	
 

	
 

	
 


	
Address

	


	
 


	
 

	
(Please Print)

	
 


	
 

	
 

	
 


	


	
 


	
 

	
 

	
 


	


	
 


	
 

	
(Zip Code)

	
 


	
 

	
 

	
 


	


	
 


	
(Tax Identification or Social Security Number)

	
 


	
 

	
 

	
 


	
B.

	
DELIVERY
 INSTRUCTIONS

	
 





In the event
of a Failed Final Remarketing, Senior Notes which are in physical form should
be delivered to the person(s) set forth below and mailed to the address set
forth below.


	
 

	
 

	
 


	
Name(s)

	
 

	
 


	
 

	


	
 


	
 

	
(Please Print)

	
 


	
 

	
 

	
 


	
Address

	
 

	
 


	
 

	


	
 


	
 

	
(Please Print)

	
 


	
 

	
 

	
 


	


	
 


	
 

	
 

	
 


	


	
 


	
 

	
(Zip Code)

	
 





L-2






	
 

	
 


	


	
 


	
   (Tax
 Identification or Social Security Number)

	
 





In the event
of a Failed Final Remarketing, Senior Notes which are in book-entry form should
be credited to the account at The Depository Trust Company set forth below.


	
 


	



	
DTC Account
 Number








	
 

	
 


	
Name of
 Account Party:


	
 

	






L-3








EXHIBIT M


INSTRUCTION TO CUSTODIAL AGENT REGARDING

WITHDRAWAL FROM REMARKETING


The Bank of
New York,

as Custodial Agent

101 Barclay Street, 8W

New York, NY 10286

Telephone No.: 212-815-5995

Telecopier No.: 212-815-5704

Attention: Corporate Finance Division


	
 

	
 

	
 


	
 

	
Re:

	
Senior Notes
 Due 2015 of CIT Group Inc. (the “Company”).





          The
undersigned hereby notifies you in accordance with Section 5.02(b)(ii) of the
Purchase Contract and Pledge Agreement, dated as of October 23, 2007 (the “Agreement”),
among the Company and you, as Collateral Agent, Custodial Agent and Securities
Intermediary, and The Bank of New York, as Purchase Contract Agent and as
attorney-in-fact for the holders of Corporate Units and Treasury Units from
time to time, that the undersigned elects to withdraw the $           aggregate
principal amount of Separate Senior Notes delivered to you for Remarketing pursuant to Section 5.02
of the Agreement. The undersigned hereby instructs you to return such Separate
Senior Notes to the undersigned in accordance with the undersigned’s
instructions. With this notice, the Undersigned hereby agrees to be bound by
the terms and conditions of Section 5.02(b) of the Agreement. Capitalized terms
used herein but not defined shall have the meaning set forth in the Agreement.


	
 

	
 

	
 

	
 

	
 

	
 


	
Date:

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 

	
 


	


	
Signature
 Guarantee:


	
Name

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	



	


	
Social
 Security or other Taxpayer Identification Number, if
 any


	
Address

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	


	
 

	
 





M-1