Exhibit 4.2
	 

	 
		JUNIOR SUBORDINATED INDENTURE
	 

	 
		between
	 

	 
		ANTHRACITE CAPITAL, INC.
	 

	 
		and
	 

	 
		WELLS FARGO BANK, N.A.
	 

	 
		as Trustee
	 

	 
	 

	 

	 
		Dated as of April 18, 2007
	 

	 
	 

	 

	 
		
		  
		  

		
 
 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				  ARTICLE
				  I    DEFINITIONS AND OTHER PROVISIONS OF GENERAL
				  APPLICATION
				

			 	
				
				  1
				

			 
	
				
				  Section 1.1.
				

			 	
				
				  Definitions
				

			 	
				
				  1
				

			 
	
				
				  Section 1.2.
				

			 	
				
				  Compliance Certificate and
				  Opinions
				

			 	
				
				  9
				

			 
	
				
				  Section 1.3.
				

			 	
				
				  Forms of Documents Delivered to
				  Trustee
				

			 	
				
				  10
				

			 
	
				
				  Section 1.4.
				

			 	
				
				  Acts of Holders
				

			 	
				
				  10
				

			 
	
				
				  Section 1.5.
				

			 	
				
				  Notices, Etc. to Trustee and
				  Company
				

			 	
				
				  12
				

			 
	
				
				  Section 1.6.
				

			 	
				
				  Notice to Holders; Waiver
				

			 	
				
				  12
				

			 
	
				
				  Section 1.7.
				

			 	
				
				  Effect of Headings and Table of
				  Contents
				

			 	
				
				  13
				

			 
	
				
				  Section 1.8.
				

			 	
				
				  Successors and Assigns
				

			 	
				
				  13
				

			 
	
				
				  Section 1.9.
				

			 	
				
				  Separability Clause
				

			 	
				
				  13
				

			 
	
				
				  Section 1.10.
				

			 	
				
				  Benefits of Indenture
				

			 	
				
				  13
				

			 
	
				
				  Section 1.11.
				

			 	
				
				  Governing Law
				

			 	
				
				  13
				

			 
	
				
				  Section 1.12.
				

			 	
				
				  Submission to Jurisdiction
				

			 	
				
				  14
				

			 
	
				
				  Section 1.13.
				

			 	
				
				  Non-Business Days
				

			 	
				
				  14
				

			 
	
				
				  ARTICLE
				  II    SECURITY FORMS
				

			 	
				
				  14
				

			 
	
				
				  Section 2.1.
				

			 	
				
				  Form of Security
				

			 	
				
				  14
				

			 
	
				
				  Section 2.2.
				

			 	
				
				  Restricted Legend
				

			 	
				
				  18
				

			 
	
				
				  Section 2.3.
				

			 	
				
				  Form of Trustee’s Certificate
				  of Authentication
				

			 	
				
				  20
				

			 
	
				
				  Section 2.4.
				

			 	
				
				  Temporary Securities
				

			 	
				
				  20
				

			 
	
				
				  Section 2.5.
				

			 	
				
				  Definitive Securities
				

			 	
				
				  21
				

			 
	
				
				  ARTICLE
				  III    THE SECURITIES
				

			 	
				
				  21
				

			 
	
				
				  Section 3.1.
				

			 	
				
				  Payment of Principal and
				  Interest
				

			 	
				
				  21
				

			 
	
				
				  Section 3.2.
				

			 	
				
				  Denominations
				

			 	
				
				  23
				

			 
	
				
				  Section 3.3.
				

			 	
				
				  Execution, Authentication, Delivery
				  and Dating
				

			 	
				
				  23
				

			 
	
				
				  Section 3.4.
				

			 	
				
				  Global Securities
				

			 	
				
				  24
				

			 
	
				
				  Section 3.5.
				

			 	
				
				  Registration, Transfer and Exchange
				  Generally
				

			 	
				
				  26
				

			 
	
				
				  Section 3.6.
				

			 	
				
				  Mutilated, Destroyed, Lost and
				  Stolen Securities
				

			 	
				
				  27
				

			 
	
				
				  Section 3.7.
				

			 	
				
				  Persons Deemed Owners
				

			 	
				
				  28
				

			 
	
				
				  Section 3.8.
				

			 	
				
				  Cancellation
				

			 	
				
				  28
				

			 
	
				
				  Section 3.9.
				

			 	
				
				  Reserved
				

			 	
				
				  29
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		TABLE OF CONTENTS
	 

	 
		(continued)
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				  Section 3.10.
				

			 	
				
				  Reserved
				

			 	
				
				  29
				

			 
	
				
				  Section 3.11.
				

			 	
				
				  Agreed Tax Treatment
				

			 	
				
				  29
				

			 
	
				
				  Section 3.12.
				

			 	
				
				  CUSIP Numbers
				

			 	
				
				  29
				

			 
	
				
				  ARTICLE
				  IV    SATISFACTION AND DISCHARGE
				

			 	
				
				  29
				

			 
	
				
				  Section 4.1.
				

			 	
				
				  Satisfaction and Discharge of
				  Indenture
				

			 	
				
				  29
				

			 
	
				
				  Section 4.2.
				

			 	
				
				  Application of Trust Money
				

			 	
				
				  30
				

			 
	
				
				  ARTICLE
				  V    REMEDIES
				

			 	
				
				  31
				

			 
	
				
				  Section 5.1.
				

			 	
				
				  Events of Default
				

			 	
				
				  31
				

			 
	
				
				  Section 5.2.
				

			 	
				
				  Acceleration of Maturity; Rescission
				  and Annulment
				

			 	
				
				  32
				

			 
	
				
				  Section 5.3.
				

			 	
				
				  Collection of Indebtedness and Suits
				  for Enforcement by Trustee
				

			 	
				
				  33
				

			 
	
				
				  Section 5.4.
				

			 	
				
				  Trustee May File Proofs of
				  Claim
				

			 	
				
				  33
				

			 
	
				
				  Section 5.5.
				

			 	
				
				  Trustee May Enforce Claim Without
				  Possession of Securities
				

			 	
				
				  34
				

			 
	
				
				  Section 5.6.
				

			 	
				
				  Application of Money
				  Collected
				

			 	
				
				  34
				

			 
	
				
				  Section 5.7.
				

			 	
				
				  Limitation on Suits
				

			 	
				
				  34
				

			 
	
				
				  Section 5.8.
				

			 	
				
				  Unconditional Right of Holders to
				  Receive Principal, Premium, if any, and Interest
				

			 	
				
				  35
				

			 
	
				
				  Section 5.9.
				

			 	
				
				  Restoration of Rights and
				  Remedies
				

			 	
				
				  35
				

			 
	
				
				  Section 5.10.
				

			 	
				
				  Rights and Remedies
				  Cumulative
				

			 	
				
				  35
				

			 
	
				
				  Section 5.11.
				

			 	
				
				  Delay or Omission Not Waiver
				

			 	
				
				  36
				

			 
	
				
				  Section 5.12.
				

			 	
				
				  Control by Holders
				

			 	
				
				  36
				

			 
	
				
				  Section 5.13.
				

			 	
				
				  Waiver of Past Defaults
				

			 	
				
				  36
				

			 
	
				
				  Section 5.14.
				

			 	
				
				  Undertaking for Costs
				

			 	
				
				  37
				

			 
	
				
				  Section 5.15.
				

			 	
				
				  Waiver of Usury, Stay or Extension
				  Laws
				

			 	
				
				  37
				

			 
	
				
				  ARTICLE
				  VI    THE TRUSTEE
				

			 	
				
				  37
				

			 
	
				
				  Section 6.1.
				

			 	
				
				  Corporate Trustee Required
				

			 	
				
				  37
				

			 
	
				
				  Section 6.2.
				

			 	
				
				  Certain Duties and
				  Responsibilities
				

			 	
				
				  38
				

			 
	
				
				  Section 6.3.
				

			 	
				
				  Notice of Defaults
				

			 	
				
				  39
				

			 
	
				
				  Section 6.4.
				

			 	
				
				  Certain Rights of Trustee
				

			 	
				
				  40
				

			 
	
				
				  Section 6.5.
				

			 	
				
				  May Hold Securities
				

			 	
				
				  42
				

			 
	
				
				  Section 6.6.
				

			 	
				
				  Compensation; Reimbursement;
				  Indemnity
				

			 	
				
				  42
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		TABLE OF CONTENTS
	 

	 
		(continued)
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				  Section 6.7.
				

			 	
				
				  Resignation and Removal; Appointment
				  of Successor
				

			 	
				
				  43
				

			 
	
				
				  Section 6.8.
				

			 	
				
				  Acceptance of Appointment by
				  Successor
				

			 	
				
				  43
				

			 
	
				
				  Section 6.9.
				

			 	
				
				  Merger, Conversion, Consolidation or
				  Succession to Business
				

			 	
				
				  44
				

			 
	
				
				  Section 6.10.
				

			 	
				
				  Not Responsible for Recitals or
				  Issuance of Securities
				

			 	
				
				  44
				

			 
	
				
				  Section 6.11.
				

			 	
				
				  Appointment of Authenticating
				  Agent
				

			 	
				
				  44
				

			 
	
				
				  ARTICLE
				  VII    HOLDER’S LISTS AND REPORTS BY COMPANY
				

			 	
				
				  46
				

			 
	
				
				  Section 7.1.
				

			 	
				
				  Company to Furnish Trustee Names and
				  Addresses of Holders
				

			 	
				
				  46
				

			 
	
				
				  Section 7.2.
				

			 	
				
				  Preservation of Information,
				  Communications to Holders
				

			 	
				
				  46
				

			 
	
				
				  Section 7.3.
				

			 	
				
				  Reports by Company
				

			 	
				
				  47
				

			 
	
				
				  ARTICLE
				  VIII    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
				  LEASE
				

			 	
				
				  47
				

			 
	
				
				  Section 8.1.
				

			 	
				
				  Company May Consolidate, Etc., Only
				  on Certain Terms
				

			 	
				
				  47
				

			 
	
				
				  Section 8.2.
				

			 	
				
				  Successor Company Substituted
				

			 	
				
				  48
				

			 
	
				
				  ARTICLE
				  IX    SUPPLEMENTAL INDENTURES
				

			 	
				
				  49
				

			 
	
				
				  Section 9.1.
				

			 	
				
				  Supplemental Indentures without
				  Consent of Holders
				

			 	
				
				  49
				

			 
	
				
				  Section 9.2.
				

			 	
				
				  Supplemental Indentures with Consent
				  of Holders
				

			 	
				
				  49
				

			 
	
				
				  Section 9.3.
				

			 	
				
				  Execution of Supplemental
				  Indentures
				

			 	
				
				  50
				

			 
	
				
				  Section 9.4.
				

			 	
				
				  Effect of Supplemental
				  Indentures
				

			 	
				
				  51
				

			 
	
				
				  Section 9.5.
				

			 	
				
				  Reference in Securities to
				  Supplemental Indentures
				

			 	
				
				  51
				

			 
	
				
				  ARTICLE
				  X    COVENANTS
				

			 	
				
				  51
				

			 
	
				
				  Section 10.1.
				

			 	
				
				  Payment of Principal, Premium, if
				  any, and Interest
				

			 	
				
				  51
				

			 
	
				
				  Section 10.2.
				

			 	
				
				  Money for Security Payments to be
				  Held in Trust
				

			 	
				
				  51
				

			 
	
				
				  Section 10.3.
				

			 	
				
				  Statement as to Compliance
				

			 	
				
				  52
				

			 
	
				
				  Section 10.4.
				

			 	
				
				  Calculation Agent
				

			 	
				
				  53
				

			 
	
				
				  Section 10.5.
				

			 	
				
				  Reserved
				

			 	
				
				  53
				

			 
	
				
				  Section 10.6.
				

			 	
				
				  Additional Covenants
				

			 	
				
				  54
				

			 
	
				
				  Section 10.7.
				

			 	
				
				  Waiver of Covenants
				

			 	
				
				  55
				

			 
	
				
				  Section 10.8.
				

			 	
				
				  Treatment of Securities
				

			 	
				
				  55
				

			 
	
				
				  ARTICLE
				  XI    REDEMPTION OF SECURITIES
				

			 	
				
				  55
				

			 
	
				
				  Section 11.1.
				

			 	
				
				  Optional Redemption
				

			 	
				
				  55
				

			 
	
				
				  Section 11.2.
				

			 	
				
				  Special Event Redemption
				

			 	
				
				  55
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		TABLE OF CONTENTS
	 

	 
		(continued)
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				  Section 11.3.
				

			 	
				
				  Election to Redeem; Notice to
				  Trustee
				

			 	
				
				  56
				

			 
	
				
				  Section 11.4.
				

			 	
				
				  Selection of Securities to be
				  Redeemed
				

			 	
				
				  56
				

			 
	
				
				  Section 11.5.
				

			 	
				
				  Notice of Redemption
				

			 	
				
				  56
				

			 
	
				
				  Section 11.6.
				

			 	
				
				  Deposit of Redemption Price
				

			 	
				
				  57
				

			 
	
				
				  Section 11.7.
				

			 	
				
				  Payment of Securities Called for
				  Redemption
				

			 	
				
				  57
				

			 
	
				
				  ARTICLE
				  XII    SUBORDINATION OF SECURITIES
				

			 	
				
				  58
				

			 
	
				
				  Section 12.1.
				

			 	
				
				  Securities Subordinate to Senior
				  Debt
				

			 	
				
				  58
				

			 
	
				
				  Section 12.2.
				

			 	
				
				  No Payment When Senior Debt in
				  Default; Payment Over of Proceeds Upon Dissolution, Etc.
				

			 	
				
				  58
				

			 
	
				
				  Section 12.3.
				

			 	
				
				  Payment Permitted If No
				  Default
				

			 	
				
				  59
				

			 
	
				
				  Section 12.4.
				

			 	
				
				  Subrogation to Rights of Holders of
				  Senior Debt
				

			 	
				
				  60
				

			 
	
				
				  Section 12.5.
				

			 	
				
				  Provisions Solely to Define Relative
				  Rights
				

			 	
				
				  60
				

			 
	
				
				  Section 12.6.
				

			 	
				
				  Trustee to Effectuate
				  Subordination
				

			 	
				
				  61
				

			 
	
				
				  Section 12.7.
				

			 	
				
				  No Waiver of Subordination
				  Provisions
				

			 	
				
				  61
				

			 
	
				
				  Section 12.8.
				

			 	
				
				  Notice to Trustee
				

			 	
				
				  61
				

			 
	
				
				  Section 12.9.
				

			 	
				
				  Reliance on Judicial Order or
				  Certificate of Liquidating Agent
				

			 	
				
				  62
				

			 
	
				
				  Section 12.10.
				

			 	
				
				  Trustee Not Fiduciary for Holders of
				  Senior Debt
				

			 	
				
				  62
				

			 
	
				
				  Section 12.11.
				

			 	
				
				  Rights of Trustee as Holder of
				  Senior Debt; Preservation of Trustee’s Rights
				

			 	
				
				  62
				

			 
	
				
				  Section 12.12.
				

			 	
				
				  Article Applicable to Paying
				  Agents
				

			 	
				
				  62
				

			 

 

	 
		SCHEDULES
	 

	 
		Schedule
		A  –   Determination of LIBOR
	 

	 
		Exhibit
		A      –  Form of Officer’s
		Financial Certificate
	 

	 
		 
	 

	 
		 
	 

	 
		-iv-
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		JUNIOR SUBORDINATED INDENTURE, dated as
		of April 18, 2007, between ANTHRACITE CAPITAL,
		INC., a Maryland corporation (the
		“Company”) and WELLS FARGO BANK, N.A., a national banking association, as Trustee (in
		such capacity, the “Trustee”).
	 

	 
		RECITALS
		OF THE COMPANY
	 

	 
		WHEREAS, the Company
		has duly authorized the execution and delivery of this Indenture to provide for
		the issuance of its unsecured junior subordinated notes (the
		“Securities”) issued to evidence loans made to the Company and
		to provide the terms and conditions upon which the Securities are to be
		authenticated, issued and delivered; and 
	 

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

	 
		NOW, THEREFORE, this
		Indenture Witnesseth:
	 

	 
		For and in consideration of the premises and
		the purchase of the Securities by the Holders thereof, it is mutually
		covenanted and agreed, for the equal and proportionate benefit of all Holders
		of the Securities, as follows:
	 

	 
		ARTICLE I
	 

	 
		DEFINITIONS
		AND
		OTHER
		PROVISIONS OF GENERAL APPLICATION
	 

	 
		SECTION 1.1. Definitions.
	 

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

	 
		(a) the terms defined in this
		Article I have the meanings assigned to them in this
		Article I;
	 

	 
		(b) the words “include”,
		“includes” and “including” shall be deemed to be followed
		by the phrase “without limitation”;
	 

	 
		(c) all accounting terms used but not
		defined herein have the meanings assigned to them in accordance with
		GAAP;
	 

	 
		(d) unless the context otherwise requires,
		any reference to an “Article”, “Section”,
		“Schedule”, or “Exhibit” refers to an Article, a Section, a
		Schedule or an Exhibit, as the case may be, of this Indenture;
	 

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

	 
		(f) a reference to the singular includes the
		plural and vice versa; and
	 

	 
		 
	 

	 
		1
	 

	 
		 
	 



	 
	 

	 

	 
		(g) the masculine, feminine or neuter
		genders used herein shall include the masculine, feminine and neuter
		genders.
	 

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

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

	 
		“Adjusted Net Income” shall mean for any period, the Net Income of the
		Company and its consolidated subsidiaries determined on a cash basis for such
		period without recognizing any trading portfolio gains or losses in general,
		and specifically without giving effect to:
	 

	 
		(a) depreciation and amortization,
	 

	 
		(b) gains or losses that are classified as
		“extraordinary” in accordance with GAAP,
	 

	 
		(c) capital gains or losses on sales of real
		estate, 
	 

	 
		(d) capital gains or losses with respect to
		the disposition of investments in marketable securities,
	 

	 
		(e) any provision/benefit for income taxes
		for such period, 
	 

	 
		(f) earnings from equity investments and
		unconsolidated joint ventures determined in accordance with GAAP,
	 

	 
		(g) losses attributable to the impairment of
		assets,
	 

	 
		(h) incentive fees paid in the form of the
		issuance of the Company’s common stock,
	 

	 
		(i) Cash Interest Expense,
	 

	 
		(j) income or expense attributable to the
		ineffectiveness of hedging transactions, and
	 

	 
		(k) interest accretions, whether in favor or
		against the Company.
	 

	 
		Without limiting the foregoing, Net Income
		shall be determined before preferred stock dividends and shall include cash
		distributions from equity investments and unconsolidated joint ventures.
	 

	 
		“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.
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 



	 
	 

	 

	 
		“Applicable Depositary Procedures” means, with respect to any transfer or
		transaction involving a Global Security or beneficial interest therein, the
		rules and procedures of the Depositary for such Security, in each case to the
		extent applicable to such transaction and as in effect from time to
		time.
	 

	 
		“Authenticating Agent” means any Person authorized by the Trustee
		pursuant to Section 6.11 to act on behalf of the Trustee to authenticate the
		Securities.
	 

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

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

	 
		“Business Day” means any day other than (i) a Saturday or
		Sunday, (ii) a day on which banking institutions in the City of New York or
		London are authorized or required by law or executive order to remain closed or
		(iii) a day on which the Corporate Trust Office of the Trustee is closed for
		business.
	 

	 
		“Calculation Agent” has the meaning specified in Section 10.4.
	 

	 
		“Cash Interest Expense” shall mean for any period, total interest
		expense, both expensed and capitalized, of the Company and its consolidated
		subsidiaries for such period with respect to all outstanding recourse
		Indebtedness of the Company and its consolidated subsidiaries (including,
		without limitation, all commissions, discounts and other fees and charges owed
		with respect to letter of credit and bankers’ acceptance financing and net
		costs under interest rate protection agreements), determined on a consolidated
		cash basis, for such period (determined on a consolidated cash basis), and net
		of any interest accretions, whether in favor or against, with respect to
		debt.
	 

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

	 
		“Commission”
		has the meaning specified in
		Section 7.3(b).
	 

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

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

	 
		“Corporate Trust Office”
		means the principal office of the
		Trustee at which at any particular time its corporate trust business shall be
		administered, which office at the date of this Indenture is located at 919
		North Market Street, Suite 1600, Wilmington, Delaware 19801, Attention:
		Corporate Trust Services – Anthracite Capital, Inc.
	 

	 
		 
	 

	 
		3
	 

	 
		 
	 



	 
	 

	 

	 
		“Debt”
		means, with respect to any Person, whether recourse is to all or a portion of
		the assets of such Person, whether currently existing or hereafter incurred and
		whether or not contingent and without duplication, (i) every obligation of such
		Person for money borrowed; (ii) every obligation of such Person evidenced by
		bonds, debentures, notes or other similar instruments, including obligations
		incurred in connection with the acquisition of property, assets or businesses;
		(iii) every reimbursement obligation of such Person with respect to letters of
		credit, bankers’ acceptances or similar facilities issued for the account
		of such Person; (iv) every obligation of such Person issued or assumed as the
		deferred purchase price of property or services (but excluding trade accounts
		payable or other accrued liabilities arising in the ordinary course of
		business); (v) every capital lease obligation of such Person; (vi) all
		indebtedness of such Person, whether incurred on or prior to the date of this
		Indenture or thereafter incurred, for claims in respect of derivative products,
		including interest rate, foreign exchange rate and commodity forward contracts,
		options and swaps and similar arrangements; (vii) every obligation of the type
		referred to in clauses (i) through (vi) of another Person and all dividends of
		another Person the payment of which, in either case, such Person has guaranteed
		or is responsible or liable for, directly or indirectly, as obligor or
		otherwise; and (viii) any renewals, extensions, refundings, amendments or
		modifications of any obligation of the types referred to in clauses (i) through
		(vii).
	 

	 
		“Debt Service Coverage Ratio” or “DSCR” shall
		mean the ratio of Adjusted Net Income to Cash Interest Expense on recourse
		Indebtedness outstanding, it being understood that such determination shall be
		made on a cash basis.
	 

	 
		“Defaulted Interest” has the meaning specified in Section 3.1.
	 

	 
		“Depositary”
		means an organization registered as a
		clearing agency under the Exchange Act that is designated as Depositary by the
		Company or any successor thereto. DTC will be the initial Depositary.
	 

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

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

	 
		“DTC” means
		The Depository Trust Company, a New York corporation, or any successor
		thereto.
	 

	 
		“EDGAR”
		has the meaning specified in
		Section 7.3(c).
	 

	 
		“Equity Interests”
		means (a) the partnership interests
		(general or limited) in a partnership, (b) the membership interests in a
		limited liability company and (c) the shares or stock interests (both common
		stock and preferred stock) in a corporation.
	 

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

	 
		“EURIBOR”
		has the meaning specified in Schedule
		A.
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 



	 
	 

	 

	 
		“EURIBOR Business
		Day” has the meaning specified in
		Schedule A.
	 

	 
		“EURIBOR Determination
		Date” has the meaning specified in
		Schedule A.
	 

	 
		“Euro” or
		“€” means the single
		currency of Participating Member States of the European Union.
	 

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

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

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

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

	 
		“GAAP” means
		United States generally accepted accounting principles, consistently applied,
		from time to time in effect.
	 

	 
		“Global Security”
		means a Security that evidences all or
		part of the Securities, the ownership and transfers of which shall be made
		through book entries by a Depositary.
	 

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

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

	 
		 
	 

	 
		5
	 

	 
		 
	 



	 
	 

	 

	 
		“Interest Payment Date”
		means January 30, April 30, July 30 and
		October 30 of each year, commencing on April 30, 2007, during the term of this
		Indenture.
	 

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

	 
		“Investment Company Event” means the receipt by the Company of an Opinion of
		Counsel experienced in such matters to the effect that, as a result of the
		occurrence of a change in law or regulation (including any announced
		prospective change) or a written change in interpretation or application of law
		or regulation by any legislative body, court, governmental agency or regulatory
		authority, there is more than an insubstantial risk that the Company is or,
		within ninety (90) days of the date of such opinion will be, considered an
		“investment company” that is required to be registered under the
		Investment Company Act, which change or prospective change becomes effective or
		would become effective, as the case may be, on or after the date of the
		issuance of the Securities.
	 

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

	 
		“Net Income”
		shall mean for any period and for the Company and its consolidated
		subsidiaries, the consolidated net income (or loss) of the Company and its
		consolidated subsidiaries for such period as determined on a consolidated basis
		in accordance with GAAP as adjusted in accordance with the terms hereof.
	 

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

	 
		“Officers’ Certificate”
		means a certificate signed by a duly
		authorized officer of the Company and delivered to the Trustee.
	 

	 
		“Opinion of Counsel”
		means a written opinion of counsel, who
		may be counsel for or an employee of the Company or any Affiliate of the
		Company.
	 

	 
		“Optional Redemption Price” has the meaning set forth in Section 11.1.
	 

	 
		“Original Issue Date” means the date of original issuance of each
		Security.
	 

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

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

	 
		(ii) Securities for whose payment or
		redemption money in the necessary amount has been theretofore deposited with
		the Trustee or any Paying Agent (other than the Company) in trust or set aside
		and segregated in trust by the Company (if the Company and/or its Affiliates
		shall act as its own Paying Agent) in trust for the Holders of such Securities;
		provided,
		that, if such Securities are to be
		redeemed, notice of such
	 

	 
		 
	 

	 
		6
	 

	 
		 
	 



	 
	 

	 

	 
		redemption has been duly given pursuant to
		this Indenture or provision therefor satisfactory to the Trustee has been made;
		and
	 

	 
		(iii) Securities that have been paid or in
		substitution for or in lieu of which other Securities have been authenticated
		and delivered pursuant to the provisions of this Indenture, unless proof
		satisfactory to the Trustee is presented that any such Securities are held by
		Holders in whose hands such Securities are valid, binding and legal obligations
		of the Company;
	 

	 
		provided,
		that in determining whether the Holders
		of the requisite principal amount of Outstanding Securities have given any
		request, demand, authorization, direction, notice, consent or waiver hereunder,
		Securities owned by the Company or any other obligor upon the Securities or any
		Affiliate of the Company or such other obligor shall be disregarded and deemed
		not to be Outstanding unless the Company shall hold all Outstanding Securities,
		except that, in determining whether the Trustee shall be protected in relying
		upon any such request, demand, authorization, direction, notice, consent or
		waiver, only Securities that a Responsible Officer of the Trustee actually
		knows to be so owned shall be so disregarded. Securities so owned that have
		been pledged in good faith may be regarded as Outstanding if the pledgee
		establishes to the satisfaction of the Trustee the pledgee’s right so to
		act with respect to such Securities and that the pledgee is not the Company or
		any other obligor upon the Securities or any Affiliate of the Company or such
		other obligor.
	 

	 
		“Participating Member States” shall mean any member state of the European
		Community that adopts or has adopted the Euro as its lawful currency in
		accordance with the legislation of the European Union relating to the European
		Monetary Union.
	 

	 
		“Paying Agent”
		means the Trustee or any Person
		authorized by the Company to pay the principal of or any premium or interest
		on, or other amounts in respect of, any Securities on behalf of the
		Company.
	 

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

	 
		“Place of Payment”
		means, with respect to the Securities,
		the Corporate Trust Office of the Trustee.
	 

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

	 
		“Proceeding”
		has the meaning specified in
		Section 12.2.
	 

	 
		“Purchase Agreement”
		means the Purchase Agreement or
		Purchase Agreements (whether one or more) executed and delivered
		contemporaneously with this Indenture by the Company and the purchaser(s) named
		therein, as the same may be amended from time to time.
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Redemption Price” means, when used with respect to any Security to
		be redeemed, in whole or in part, the Special Redemption Price or the Optional
		Redemption Price, as applicable, at which such Security or portion thereof is
		to be redeemed as fixed by or pursuant to this Indenture.
	 

	 
		“Reference Banks” has the meaning specified in Schedule A.
	 

	 
		“Regular Record Date”
		for the interest payable on any
		Interest Payment Date with respect to the Securities means the date that is
		fifteen (15) days preceding such Interest Payment Date (whether or not a
		Business Day).
	 

	 
		“Responsible Officer” means, when used with respect to the Trustee, the
		officer in the Corporate Trust Services department of the Trustee having direct
		responsibility for the administration of this Indenture.
	 

	 
		“Rights Plan”
		means a plan of the Company providing
		for the issuance by the Company to all holders of its Equity Interests of
		rights entitling the holders thereof to subscribe for or purchase Equity
		Interests or any class or series of Equity Interests in the Company which
		rights (i) are deemed to be transferred with such Equity Interests and (ii) are
		also issued in respect of future issuances of such Equity Interests, in each
		case until the occurrence of a specified event or events.
	 

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

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

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

	 
		“Senior Debt”
		means the principal of and any premium and
		interest on (including interest accruing on or after the filing of any petition
		in bankruptcy or for reorganization relating to the Company, whether or not
		such claim for post-petition interest is allowed in such proceeding) all Debt
		of the Company, whether incurred on or prior to the date of this Indenture or
		thereafter incurred, unless it is provided in the instrument creating or
		evidencing the same or pursuant to which the same is outstanding, that such
		obligations are not superior in right of payment to the Securities issued under
		this Indenture; provided, that Senior Debt shall not be deemed to
		include any other debt securities (and guarantees, if any, in respect of such
		debt securities) issued to any trust (or a trustee of any such trust),
		partnership or other entity affiliated with the Company that is a financing
		vehicle of the Company (a “financing entity”) in connection with the
		issuance by such financing entity of equity securities or other securities
		pursuant to an instrument that ranks pari passu with
		or junior in right of payment to this Indenture.
	 

	 
		“Special Event”
		means the occurrence of an Investment
		Company Event or a Tax Event.
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 



	 
	 

	 

	 
		“Special Record Date”
		for the payment of any Defaulted
		Interest means a date fixed by the Trustee pursuant to Section 3.1.
	 

	 
		“Special Redemption Price” has the meaning set forth in Section 11.2.
	 

	 
		“Stated Maturity” means April 30, 2022.
	 

	 
		“Subsidiary”
		of a Person means (a) any corporation more than 50% of the outstanding
		securities having ordinary voting power of which shall at the time be owned or
		controlled, directly or indirectly, by such Person and/or by one or more of its
		Subsidiaries or (b) any partnership, limited liability company, association,
		joint venture or similar business organization more than 50% of the ownership
		interests having ordinary voting power of which shall at the time be owned or
		controlled, directly or indirectly, by such Person and/or by one or more of its
		Subsidiaries. Unless otherwise expressly provided, all references herein to a
		“Subsidiary” shall mean a Subsidiary of the Company.
	 

	 
		“Tax Event”
		means the receipt by the Company of an Opinion of Counsel experienced in such
		matters to the effect that, as a result of (a) any amendment to or change
		(including any announced prospective change) in the laws or any regulations
		thereunder of the United States or any political subdivision or taxing
		authority thereof or therein or (b) any judicial decision or any official
		administrative pronouncement (including any private letter ruling, technical
		advice memorandum or field service advice) or regulatory procedure, including
		any notice or announcement of intent to adopt any such pronouncement or
		procedure (an “Administrative
		Action”), regardless of whether
		such judicial decision or Administrative Action is issued to or in connection
		with a proceeding involving the Company and whether or not subject to review or
		appeal, which amendment, change, judicial decision or Administrative Action is
		enacted, promulgated or announced, in each case, on or after the date of
		issuance of the Securities, there is more than an insubstantial risk that
		interest payable by the Company on the Securities is not, or within ninety (90)
		days of the date of such opinion, will not be, deductible by the Company, in
		whole or in part, for United States federal income tax purposes.
	 

	 
		“Trustee”
		means the Person named as the
		“Trustee” in the first paragraph of this instrument, solely
		in its capacity as such and not in its individual capacity, until a successor
		Trustee shall have become such pursuant to the applicable provisions of this
		Indenture, and, thereafter, “Trustee”
		shall mean or include each Person who is then a Trustee hereunder.
	 

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

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

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
		any specific payment of principal of or
		interest on any U.S. Government Obligation that is so specified and held,
		provided, that (except as required by law) such custodian is not authorized to
		make any deduction from the amount payable to the holder of such depositary
		receipt from any amount received by the custodian in respect of the U.S.
		Government Obligation or the specific payment of principal or interest
		evidenced by such depositary receipt.
	 

	 
		SECTION 1.2. Compliance Certificate and Opinions.
	 

	 
		(a) Upon any application or request by the
		Company to the Trustee to take any action under any provision of this
		Indenture, the Company shall, if requested by the Trustee, furnish to the
		Trustee an Officers’ Certificate stating that all conditions precedent
		(including covenants compliance with which constitutes a condition precedent),
		if any, provided for in this Indenture relating to the proposed action have
		been complied with and an Opinion of Counsel stating that in the opinion of
		such counsel all such conditions precedent (including covenants compliance with
		which constitutes a condition precedent), if any, have been complied
		with.
	 

	 
		(b) Every certificate or opinion with
		respect to compliance with a condition or covenant provided for in this
		Indenture (other than the certificate provided pursuant to Section 10.3)
		shall include:
	 

	 
		(i) a statement by each individual signing
		such certificate or opinion that such individual has read such covenant or
		condition 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
		of such individual contained in such certificate or opinion are based;
	 

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

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

	 
		SECTION 1.3. Forms of Documents Delivered to Trustee.
	 

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

	 
		(b) 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 after reasonable inquiry should know, that the certificate or opinion
		or representations with respect to matters upon which his or her certificate or
		opinion is based are erroneous. Any such certificate or Opinion of Counsel may
		be based, insofar as it relates to factual matters, upon a certificate or
		opinion of, or representations by, an officer or officers of
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 



	 
	 

	 

	 
		the Company stating that the information
		with respect to such factual matters is in the possession of the Company,
		unless such counsel knows, or after reasonable inquiry should know, that the
		certificate or opinion or representations with respect to such matters are
		erroneous.
	 

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

	 
		(d) Whenever, subsequent to the receipt by
		the Trustee of any Board Resolution, Officers’ Certificate, Opinion of
		Counsel or other document or instrument, a clerical, typographical or other
		inadvertent or unintentional error or omission shall be discovered therein, a
		new document or instrument may be substituted therefor in corrected form with
		the same force and effect as if originally received in the corrected form and,
		irrespective of the date or dates of the actual execution and/or delivery
		thereof, such substitute document or instrument shall be deemed to have been
		executed and/or delivered as of the date or dates required with respect to the
		document or instrument for which it is substituted. Without limiting the
		generality of the foregoing, any Securities issued under the authority of such
		defective document or instrument shall nevertheless be the valid obligations of
		the Company entitled to the benefits of this Indenture equally and ratably with
		all other Outstanding Securities.
	 

	 
		SECTION 1.4. Acts of Holders.
	 

	 
		(a) Any request, demand, authorization,
		direction, notice, consent, waiver or other action provided by this Indenture
		to be given to 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 thereof duly appointed in writing; and, except as herein
		otherwise expressly provided, such action shall become effective when such
		instrument or instruments (including any appointment of an agent) is or are
		delivered to the Trustee, and, where it is hereby expressly required, to the
		Company. Such instrument or instruments (and the action embodied therein and
		evidenced thereby) are herein sometimes referred to as the
		“Act”
		of the Holders signing such instrument
		or instruments. Proof of execution of any such instrument or of a writing
		appointing any such agent shall be sufficient for any purpose of this Indenture
		and conclusive in favor of the Trustee and the Company, if made in the manner
		provided in this Section
		1.4.
	 

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

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

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
		(d) Any request, demand, authorization,
		direction, notice, consent, waiver or other action by the Holder of any
		Security shall bind every future Holder of the same Security and the Holder of
		every Security issued upon the registration of transfer thereof or in exchange
		therefor or in lieu thereof in respect of anything done or suffered to be done
		by the Trustee or the Company in reliance thereon, whether or not notation of
		such action is made upon such Security.
	 

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

	 
		(f) Except as set forth in paragraph (g) of
		this Section 1.4, the Company may set any day as a record date for the
		purpose of determining the Holders of Outstanding Securities entitled to give,
		make or take any request, demand, authorization, direction, notice, consent,
		waiver or other action provided or permitted by this Indenture to be given,
		made or taken by Holders of Securities. If any record date is set pursuant to
		this paragraph, the Holders of Outstanding Securities on such record date, and
		no other Holders, shall be entitled to take the relevant action, whether or not
		such Holders remain Holders after such record date; provided, that
		no such action shall be effective hereunder unless taken on or prior to the
		applicable Expiration Date (as defined in Section 1.4(h))
		by Holders of the requisite principal amount of Outstanding Securities on such
		record date. Nothing in this paragraph shall be construed to prevent the
		Company from setting a new record date for any action for which a record date
		has previously been set pursuant to this paragraph (whereupon the record date
		previously set shall automatically and with no action by any Person be canceled
		and of no effect). Promptly after any record date is set pursuant to this
		paragraph, the Company, at its own expense, shall cause notice of such record
		date, the proposed action by Holders and the applicable Expiration Date to be
		given to the Trustee in writing and to each Holder of Securities in the manner
		set forth in Section 1.6.
	 

	 
		(g) The Trustee may set any day as a record
		date for the purpose of determining the Holders of Outstanding Securities
		entitled to join in the giving or making of (i) any Notice of Default, (ii) any
		declaration of acceleration or rescission or annulment thereof referred to in
		Section 5.2, (iii) any request to institute proceedings referred to
		in Section 5.7(b) or (iv) any direction referred to in Section 5.12. If
		any record date is set pursuant to this paragraph, the Holders of Outstanding
		Securities on such record date, and no other Holders, shall be entitled to join
		in such notice, declaration, request or direction, whether or not such Holders
		remain Holders after such record date; provided, that
		no such action shall be effective hereunder unless taken on or prior to the
		applicable Expiration Date by Holders of the requisite principal amount of
		Outstanding Securities on such record date. Nothing in this paragraph shall be
		construed to prevent the Trustee from setting a new record date for any action
		for which a record date has previously been set pursuant to this paragraph
		(whereupon the record date previously set shall automatically and with no
		action by any Person be canceled and of no effect). Promptly after any record
		date is set pursuant to this paragraph, the Trustee, at the Company’s
		expense, shall cause notice of such record date, the proposed action by Holders
		and the applicable Expiration Date to be given to the Company in writing and to
		each Holder of Securities in the manner set forth in Section 1.6.
	 

	 
		(h) With respect to any record date set
		pursuant to paragraph (f) or (g) of this Section 1.4, the
		party hereto that sets such record date may designate any day as the
		“Expiration Date”
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

	 
		and from time to time may change the
		Expiration Date to any earlier or later day; provided, that
		no such change shall be effective unless notice of the proposed new Expiration
		Date is given to the other party hereto in writing, and to each Holder of
		Securities in the manner set forth in Section 1.6, on
		or prior to the existing Expiration Date. If an Expiration Date is not
		designated with respect to any record date set pursuant to this Section 1.4, the
		party hereto that set such record date shall be deemed to have initially
		designated the ninetieth (90th) 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 one hundred eightieth
		(180th) day after the applicable record date.
	 

	 
		SECTION 1.5. Notices, Etc. to Trustee and Company.
	 

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

	 
		(a) the Trustee by any Holder or the Company
		shall be sufficient for every purpose hereunder if made, given, furnished or
		filed in writing to or with and received by the Trustee at its Corporate Trust
		Office, or
	 

	 
		(b) the Company by the Trustee or any Holder
		shall be sufficient for every purpose hereunder if in writing and mailed, first
		class, postage prepaid, to the Company addressed to it at 40 East
		52nd Street, New York, NY 10022, Attention: Chief Financial Officer,
		or at any other address previously furnished in writing to the Trustee by the
		Company.
	 

	 
		SECTION 1.6. Notice to Holders; Waiver.
	 

	 
		Where this Indenture provides for notice to
		Holders of any event, such notice shall be sufficiently given (unless otherwise
		herein expressly provided) if in writing and mailed, first class, postage
		prepaid, to each Holder affected by such event to the address of such Holder as
		it appears in the Securities Register, not later than the latest date (if any),
		and not earlier than the earliest date (if any), prescribed for the giving of
		such notice. If, by reason of the suspension of or irregularities in regular
		mail service or for any other reason, it shall be impossible or impracticable
		to mail notice of any event to Holders when said notice is required to be given
		pursuant to any provision of this Indenture, then any manner of giving such
		notice as shall be satisfactory to the Trustee shall be deemed to be a
		sufficient giving of such notice. 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 Indenture provides for notice in any
		manner, such notice may be waived in writing by the Person entitled to receive
		such notice, either before or after the event, and such waiver shall be the
		equivalent of such notice. Waivers of notice by Holders shall be filed with the
		Trustee, but such filing shall not be a condition precedent to the validity of
		any action taken in reliance upon such waiver.
	 

	 
		SECTION 1.7. 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 of this Indenture.
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 1.8. Successors and Assigns.
	 

	 
		This Indenture shall be binding upon and
		shall inure to the benefit of any successor to the Company and the Trustee,
		including any successor by operation of law. Except in connection with a
		transaction involving the Company that is permitted under Article
		VIII and pursuant to which the assignee
		agrees in writing to perform the Company’s obligations hereunder, the
		Company shall not assign its obligations hereunder.
	 

	 
		SECTION 1.9. Separability Clause.
	 

	 
		If any provision in this Indenture or in the
		Securities shall be invalid, illegal or unenforceable, the validity, legality
		and enforceability of the remaining provisions shall not in any way be affected
		or impaired thereby, and there shall be deemed substituted for the provision at
		issue a valid, legal and enforceable provision as similar as possible to the
		provision at issue.
	 

	 
		SECTION 1.10. Benefits of Indenture.
	 

	 
		Nothing in this Indenture or in the
		Securities, express or implied, shall give to any Person, other than the
		parties hereto and their successors and assigns, the holders of Senior Debt,
		the Holders of the Securities, any benefit or any legal or equitable right,
		remedy or claim under this Indenture.
	 

	 
		SECTION 1.11. Governing Law.
	 

	 
		This Indenture and the rights and
		obligations of each of the Holders, the Company and the Trustee shall be
		construed and enforced in accordance with and governed by the laws of the State
		of New York without reference to its conflict of laws provisions (other than
		Section 5-1401 of the General Obligations Law).
	 

	 
		SECTION 1.12. Submission to
		Jurisdiction.
	 

	 
		ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST
		ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS INDENTURE MAY BE
		BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE
		COUNTY OF NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
		DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY
		EXECUTION AND DELIVERY OF THIS INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN
		RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
		AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS
		ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE.
	 

	 
		SECTION 1.13. Non-Business Days.
	 

	 
		If any Interest Payment Date, Redemption
		Date or Stated Maturity of any Security shall not be a Business Day, then
		(notwithstanding any other provision of this Indenture or the Securities)
		payment of interest, premium, if any, or principal or other amounts in respect
		of such Security shall not be made on such date, but shall be made on the next
		succeeding Business Day (and no interest shall accrue in respect of the amounts
		whose payment is so delayed for the
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		period from and after such Interest Payment
		Date, Redemption Date or Stated Maturity, as the case may be, until such next
		succeeding Business Day) except that, if such Business Day falls in the next
		succeeding calendar year, such payment shall be made on the immediately
		preceding Business Day, in each case with the same force and effect as if made
		on the Interest Payment Date or Redemption Date or at the Stated
		Maturity.
	 

	 
		ARTICLE II
	 

	 
		SECURITY FORMS
	 

	 
		SECTION 2.1. Form of Security.
	 

	 
		Any Security issued hereunder shall be in
		substantially the following form:
	 

	 
		Anthracite Capital, Inc.
	 

	 
		Junior Subordinated Note due
		2022
	 

	 
		 
	 

	 
			
				
				  No. _____________
				

			 	
				
				  €____________
				

			 

 

	 
		Anthracite Capital, Inc., a corporation
		organized and existing under the laws of Maryland (hereinafter called the
		“Company,” which term includes any successor Person under
		the Indenture hereinafter referred to), for value received, hereby promises to
		pay to ____________________, or registered assigns, the principal sum of
		__________________ Euros (€__________) on April 30, 2022. The Company
		further promises to pay interest on said principal sum from April
		18, 2007, or from the most recent Interest Payment Date to
		which interest has been paid or duly provided for, quarterly in arrears on
		January 30, April 30, July 30 and October 30 of each year, commencing April 30,
		2007, or if any such day is not a Business Day, on the next succeeding Business
		Day (and no interest shall accrue in respect of the amounts whose payment is so
		delayed for the period from and after such Interest Payment Date until such
		next succeeding Business Day), except that, if such Business Day falls in the
		next succeeding calendar year, such payment shall be made on the immediately
		preceding Business Day, in each case, with the same force and effect as if made
		on the Interest Payment Date, at a variable rate equal to 3-month EURIBOR plus
		2.60% per annum (the “Variable Rate”), until the principal hereof is
		paid or duly provided for or made available for payment; provided, that
		any overdue principal, premium, if any, and any overdue installment of interest
		shall bear Additional Interest at the Variable Rate (to the extent that the
		payment of such interest shall be legally enforceable), compounded quarterly,
		from the dates such amounts are due until they are paid or made available for
		payment, and such interest shall be payable on demand.
	 

	 
		The amount of interest payable for any
		period shall be computed on the basis of a 360-day year and the actual number
		of days elapsed in the relevant interest period. The interest so payable, and
		punctually paid or duly provided for, on any Interest Payment Date shall, as
		provided in the Indenture, be paid to the Person in whose name this Security
		(or one or more Predecessor Securities) is registered at the close of business
		on the Regular Record Date for such interest installment. Any such interest not
		so punctually paid or duly provided for shall forthwith cease to be payable to
		the Holder on such Regular Record Date and may either be paid to the Person in
		whose name this Security (or one or more Predecessor Securities) is registered
		at the close of business on a Special Record Date for the payment of such
		Defaulted Interest to be fixed
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		by the Trustee, notice whereof shall be
		given to Holders of Securities not less than ten (10) days prior to such
		Special Record Date, or be paid at any time in any other lawful manner not
		inconsistent with the requirements of any securities exchange on which the
		Securities may be listed, and upon such notice as may be required by such
		exchange, all as more fully provided in the Indenture.
	 

	 
		Payment of principal of, premium, if any,
		and interest on this Security shall be made in Euros or such coin or currency
		of the European Union as at the time of payment is legal tender for payment of
		public and private debts. Payments of principal, premium, if any, and interest
		due at the Maturity of this Security shall be made at the Place of Payment upon
		surrender of such Securities to the Paying Agent, and payments of interest
		shall be made, subject to such surrender where applicable, by wire transfer at
		such place and to such account at a banking institution in the United States as
		may be designated in writing to the Paying Agent at least ten (10) Business
		Days prior to the date for payment by the Person entitled thereto unless proper
		written transfer instructions have not been received by the relevant record
		date, in which case such payments shall be made by check mailed to the address
		of such Person as such address shall appear in the Security Register. 
	 

	 
		The indebtedness evidenced by this Security
		is, to the extent provided in the Indenture, subordinate and junior in right of
		payment to the prior payment in full of all Senior Debt, and this Security is
		issued subject to the provisions of the Indenture with respect thereto. Each
		Holder of this Security, by accepting the same, (a) agrees to and shall be
		bound by such provisions, (b) authorizes and directs the Trustee on his or her
		behalf to take such actions as may be necessary or appropriate to effectuate
		the subordination so provided and (c) appoints the Trustee his or her
		attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
		her acceptance hereof, waives all notice of the acceptance of the subordination
		provisions contained herein and in the Indenture by each holder of Senior Debt,
		whether now outstanding or hereafter incurred, and waives reliance by each such
		holder upon said provisions.
	 

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

	 
		[FORM OF REVERSE OF SECURITY]
	 

	 
		This Security is one of a duly authorized
		issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture,
		dated as of April 18, 2007 (the “Indenture”), between the Company and Wells Fargo Bank, N.A.,
		as Trustee (in such capacity, the “Trustee,”
		which term includes any successor trustee under the Indenture), to which
		Indenture and all indentures supplemental thereto reference is hereby made for
		a statement of the respective rights, limitations of rights, duties and
		immunities thereunder of the Company, the Trustee, the holders of Senior Debt
		and the Holders of the Securities and of the terms upon which the Securities
		are, and are to be, authenticated and delivered.
	 

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

	 
		The Company may, on any Interest Payment
		Date, at its option, upon not less than thirty (30) days’ nor more than
		sixty (60) days’ written notice to the Holders of the Securities (unless
		a
	 

	 
		 
	 

	 
		16
	 

	 
		 
	 



	 
	 

	 

	 
		shorter notice period shall be satisfactory
		to the Trustee) on or after April 30, 2012 and subject to the terms and
		conditions of Article XI of the Indenture, redeem this Security in whole at any
		time or in part from time to time at a Redemption Price equal to one hundred
		percent (100%) of the principal amount hereof, together, in the case of any
		such redemption, with accrued interest, including any Additional Interest,
		through but excluding the date fixed as the Redemption Date.
	 

	 
		In addition, upon the occurrence and during
		the continuation of a Special Event, the Company may, at its option, upon not
		less than thirty (30) days’ nor more than sixty (60) days’ written
		notice to the Holders of the Securities (unless a shorter notice period shall
		be satisfactory to the Trustee), redeem this Security, in whole but not in
		part, subject to the terms and conditions of Article XI of
		the Indenture at a Redemption Price equal to one hundred seven and one half
		percent (107.5%) of the principal amount hereof, together, in the case of any
		such redemption, with accrued interest, including any Additional Interest,
		through but excluding the date fixed as the Redemption Date.
	 

	 
		In the event of redemption of this Security
		in part only, a new Security or Securities for the unredeemed portion hereof
		will be issued in the name of the Holder hereof upon the cancellation hereof.
		If less than all the Securities are to be redeemed, the particular Securities
		to be redeemed shall be selected not more than sixty (60) days prior to the
		Redemption Date by the Trustee from the Outstanding Securities not previously
		called for redemption, by such method as the Trustee shall deem fair and
		appropriate and which may provide for the selection for redemption of a portion
		of the principal amount of any Security.
	 

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

	 
		No reference herein to the Indenture and no
		provision of this Security or of the Indenture shall alter or impair the
		obligation of the Company, which is absolute and unconditional, to pay the
		principal of and any premium, if any, and interest, including any Additional
		Interest (to the extent legally enforceable), on this Security at the times,
		place and rate, and in the coin or currency, herein prescribed.
	 

	 
		As provided in the Indenture and subject to
		certain limitations therein set forth, the transfer of this Security is
		restricted to transfers to (i) the Company or (ii) (A) a “Qualified
		Purchaser” as such term is defined in Section 2(a)(51) of the Investment
		Company Act and (B) (1) to a Person whom the Seller reasonably believes is a
		“Qualified Institutional Buyer”, as such term is defined in Rule 144A
		under the Securities Act, in a transaction meeting the requirements of Rule
		144A, (2) to an institutional “Accredited Investor” within the
		meaning of subparagraph
	 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

	 
		(a)(1), (2), (3) or (7) of Rule 501 under
		the Securities Act that is acquiring the Securities for its own account, or for
		the account of an “Accredited Investor”, for investment purposes and
		not with a view to, or for offer or sale in connection with, any distribution
		in violation of the Securities Act, (3) outside the United States in an
		offshore transaction in accordance with Regulation S under the Securities Act,
		(4) pursuant to an effective registration statement under the Securities Act or
		(v) pursuant to another exemption from registration under the Securities Act
		and is registrable in the Securities Register, upon surrender of this Security
		for registration of transfer at the office or agency of the Company maintained
		for such purpose, duly endorsed by, or accompanied by a written instrument of
		transfer in form satisfactory to the Company and the Securities Registrar and
		duly executed by, the Holder hereof or such Holder’s attorney duly
		authorized in writing, and thereupon one or more new Securities, of like tenor,
		of authorized denominations and for the same aggregate principal amount, will
		be issued to the designated transferee or transferees.
	 

	 
		The Securities are issuable only in
		registered form without coupons in minimum denominations of €100,000 and
		any integral multiple of €1,000 in excess thereof. As provided in the
		Indenture and subject to certain limitations therein set forth, Securities are
		exchangeable for a like aggregate principal amount of Securities and of like
		tenor of a different authorized denomination, as requested by the Holder
		surrendering the same.
	 

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

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

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

	 
		This Security shall be construed and
		enforced in accordance with and governed by the laws of the State of New York,
		without reference to its conflict of laws provisions (other than Section 5-1401
		of the General Obligations Law).
	 

	 
		IN WITNESS WHEREOF, the Company has caused
		this instrument to be duly executed on this ____ day of __________,
		20__.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  ANTHRACITE CAPITAL, INC.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 

 

	 
		 
	 

	 
		18
	 

	 
		 
	 



	 
	 

	 

	 
		SECTION 2.2. Restricted Legend.
	 

	 
		(a) Any Security issued hereunder shall bear
		a legend in substantially the following form:
	 

	 
		“[IF THIS
		SECURITY IS A GLOBAL SECURITY INSERT: THIS SECURITY
		IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
		TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY
		(“DTC”) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR
		SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE
		ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
		OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A
		NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
		REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
	 

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

	 
		THE SECURITIES REPRESENTED BY THIS
		CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
		UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
		AND SUCH SECURITIES, AND ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR
		OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
		EXEMPTION THEREFROM. EACH PURCHASER OF ANY SECURITIES IS HEREBY NOTIFIED THAT
		THE SELLER OF THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE
		PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE
		SECURITIES ACT.
	 

	 
		THE HOLDER OF THE SECURITIES REPRESENTED BY
		THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY
		BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
		COMPANY OR (B) (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
		“QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(a)(51) OF THE
		INVESTMENT COMPANY ACT OF 1940, AS AMENDED), AND (II) (Z) TO A PERSON
		WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
		BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
		MEETING THE REQUIREMENTS
	 

	 
		 
	 

	 
		19
	 

	 
		 
	 



	 
	 

	 

	 
		OF RULE 144A, (Y) TO AN INSTITUTIONAL
		“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1),
		(2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
		SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED
		INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR
		SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
		(X) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
		REGULATION S UNDER THE SECURITIES ACT, (W) PURSUANT TO AN EFFECTIVE
		REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) PURSUANT TO ANOTHER
		EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN
		ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
		STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (Y) OR (V),
		SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL AND OTHER
		INFORMATION REASONABLY SATISFACTORY TO THE COMPANY (PROVIDED THAT IF SUCH
		OPINION AND INFORMATION STATES THAT THE PROPOSED OFFER, RESALE OR OTHER
		TRANSFER WILL BE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS, THE COMPANY MAY
		NOT OBJECT THERETO). IN ADDITION, THE HOLDER FURTHER AGREES THAT IT WILL NOTIFY
		ANY PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
		IN THE PRECEDING SENTENCE.
	 

	 
		THE SECURITIES WILL BE ISSUED AND MAY BE
		TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS
		THAN €100,000. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED
		TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK HAVING AN AGGREGATE
		PRINCIPAL AMOUNT OF LESS THAN €100,000 AND MULTIPLES OF €1,000 IN
		EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO
		THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE
		DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING, BUT
		NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH SECURITIES, OR
		ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
		INTEREST WHATSOEVER IN SUCH SECURITIES.
	 

	 
		THE HOLDER OF THIS SECURITY, OR ANY INTEREST
		THEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND
		WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT
		OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
		INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
		AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
		“PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY,
		AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD
		THIS
	 

	 
		 
	 

	 
		20
	 

	 
		 
	 



	 
	 

	 

	 
		SECURITY OR ANY INTEREST THEREIN. ANY
		PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO
		HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE
		BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH
		SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON
		BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING
		THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
		PURCHASE.”
	 

	 
		(b) The above legends shall not be removed
		from any Security unless there is delivered to the Company satisfactory
		evidence, which may include an Opinion of Counsel, as may be reasonably
		required to ensure that any future transfers thereof may be made without
		restriction under or violation of the provisions of the Securities Act and
		other applicable law. Upon provision of such satisfactory evidence, the Company
		shall execute and deliver to the Trustee, and the Trustee shall deliver, upon
		receipt of a Company Order directing it to do so, a Security that does not bear
		the legend.
	 

	 
		SECTION 2.3. Form of Trustee’s Certificate of
		Authentication.
	 

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

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

	 
		Dated:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  WELLS FARGO BANK, N.A., not in
				  its
 individual capacity, but solely as
				  Trustee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Authorized Signatory
				

			 

 

	 
		 
	 

	 
		SECTION 2.4. Temporary Securities.
	 

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

	 
		(b) If temporary Securities are issued, the
		Company will cause definitive Securities to be prepared without unreasonable
		delay. After the preparation of definitive Securities, the temporary Securities
		shall be exchangeable for definitive Securities upon surrender of the temporary
		Securities at the office or agency of the Company designated for that purpose
		without charge to the Holder. Upon surrender for cancellation of any one or
		more temporary Securities, the Company shall execute and, upon Company Order,
		the Trustee shall authenticate and deliver in exchange therefor one or more
		definitive Securities of any authorized denominations having 
	 

	 
		 
	 

	 
		21
	 

	 
		 
	 



	 
	 

	 

	 
		the same Original Issue Date and Stated
		Maturity and having the same terms as such temporary Securities. Until so
		exchanged, the temporary Securities shall in all respects be entitled to the
		same benefits under this Indenture as definitive Securities.
	 

	 
		SECTION 2.5. Definitive Securities.
	 

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

	 
		ARTICLE III
	 

	 
		THE SECURITIES
	 

	 
		SECTION 3.1. Payment of Principal and Interest.
	 

	 
		(a) The unpaid principal amount of the
		Securities shall bear interest at a variable rate equal to 3-month EURIBOR plus
		2.60% per annum (the “Variable
		Rate”) until paid or duly provided
		for, such interest to accrue from the Original Issue Date or from the most
		recent Interest Payment Date to which interest has been paid or duly provided
		for, and any overdue principal, premium, if any, and any overdue installment of
		interest shall bear Additional Interest at the Variable Rate compounded
		quarterly, from the dates such amounts are due until they are paid or funds for
		the payment thereof are made legally available for payment.
	 

	 
		(b) Interest and Additional Interest on any
		Security that is payable, and is punctually paid or duly provided for, on any
		Interest Payment Date shall be paid to the Person in whose name that Security
		(or one or more Predecessor Securities) is registered at the close of business
		on the Regular Record Date for such interest, except that interest and any
		Additional Interest payable on the Stated Maturity (or any date of principal
		repayment upon early maturity) of the principal of a Security or on a
		Redemption Date shall be paid to the Person to whom principal is paid. The
		initial payment of interest on any Security that is issued between a Regular
		Record Date and the related Interest Payment Date shall be payable as provided
		in such Security.
	 

	 
		(c) Any interest on any Security that is due
		and payable, but is not timely paid or duly provided for, on any Interest
		Payment Date for Securities (herein called “Defaulted Interest”) shall forthwith cease to be payable to the
		registered Holder on the relevant Regular Record Date by virtue of having been
		such Holder, and such Defaulted Interest may be paid by the Company, at its
		election in each case, as provided in paragraph (i) or (ii) below:
	 

	 
		(i) The Company may elect to make payment of
		any Defaulted Interest to the Persons in whose names the Securities (or their
		respective Predecessor Securities) are registered at the close of business on a
		special record date for the payment of such Defaulted Interest (a
		“Special Record
		Date”), which shall be fixed in
		the following manner. At least thirty (30) days prior to the date of the
		proposed payment, the Company shall notify the Trustee in writing of the amount
		of Defaulted Interest proposed to be paid
	 

	 
		 
	 

	 
		22
	 

	 
		 
	 



	 
	 

	 

	 
		on each Security and the date of the
		proposed payment, and at the same time the Company shall deposit with the
		Trustee an amount of money equal to the aggregate amount proposed to be paid in
		respect of such Defaulted Interest or shall make arrangements satisfactory to
		the Trustee for such deposit prior to the date of the proposed payment, such
		money when deposited to be held in trust for the benefit of the Persons
		entitled to such Defaulted Interest. Thereupon the Trustee shall fix a Special
		Record Date for the payment of such Defaulted Interest, which shall be not more
		than fifteen (15) days and not less than ten (10) days prior to the date of the
		proposed payment and not less than ten (10) days after the receipt by the
		Trustee of the notice of the proposed payment. The Trustee shall promptly
		notify the Company of such Special Record Date and, in the name and at the
		expense of the Company, shall cause notice of the proposed payment of such
		Defaulted Interest and the Special Record Date therefor to be mailed, first
		class, postage prepaid, to each Holder of a Security at the address of such
		Holder as it appears in the Securities Register not less than ten (10) days
		prior to such Special Record Date. Notice of the proposed payment of such
		Defaulted Interest and the Special Record Date therefor having been so mailed,
		such Defaulted Interest shall be paid to the Persons in whose names the
		Securities (or their respective Predecessor Securities) are registered on such
		Special Record Date; or
	 

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

	 
		(d) Payments of interest on the Securities
		shall include interest accrued to but excluding the respective Interest Payment
		Dates. The amount of interest payable for any Interest Payment Date shall be
		computed on the basis of a 360-day year and the actual number of days elapsed
		in the relevant interest period. 
	 

	 
		(e) Payment of principal of, premium, if
		any, and interest on the Securities shall be made in Euros or such coin or
		currency of the European Union as at the time of payment is legal tender for
		payment of public and private debts. Payments of principal, premium, if any,
		and interest due at the Maturity of such Securities shall be made at the Place
		of Payment upon surrender of such Securities to the Paying Agent and payments
		of interest shall be made subject to such surrender where applicable, by wire
		transfer at such place and to such account at a banking institution in the
		United States as may be designated in writing to the Paying Agent at least ten
		(10) Business Days prior to the date for payment by the Person entitled thereto
		unless proper written transfer instructions have not been received by the
		relevant record date, in which case such payments shall be made by check mailed
		to the address of such Person as such address shall appear in the Security
		Register. 
	 

	 
		(f) The parties hereto acknowledge and agree
		that the Holders of the Securities have certain rights to direct the Company to
		modify the Interest Payment Dates and corresponding Redemption Date and Stated
		Maturity of the Securities or a portion of the Securities pursuant to the
		Purchase Agreement. In the event any such modifications are made to the
		Securities or a
	 

	 
		 
	 

	 
		23
	 

	 
		 
	 



	 
	 

	 

	 
		portion of the Securities, appropriate
		changes to the form of Security set forth in Article II hereof shall be made
		prior to the issuance and authentication of new or replacement Securities. Any
		such modification of the Interest Payment Date and corresponding Redemption
		Date and Stated Maturity with respect to any Securities or tranche of
		Securities shall not require or be subject to the consent of the
		Trustee.
	 

	 
		(g) Subject to the foregoing provisions of
		this Section 3.1, each Security delivered under this Indenture upon
		transfer of or in exchange for or in lieu of any other Security shall carry the
		rights to interest accrued and unpaid, and to accrue, that were carried by such
		other Security.
	 

	 
		SECTION 3.2. Denominations.
	 

	 
		The Securities shall be in registered form
		without coupons and shall be issuable in minimum denominations of €100,000
		and any integral multiple of €1,000 in excess thereof.
	 

	 
		SECTION 3.3. Execution, Authentication, Delivery and
		Dating.
	 

	 
		(a) At any time and from time to time after
		the execution and delivery of this Indenture, the Company may deliver
		Securities in an aggregate principal amount (including all then Outstanding
		Securities) not in excess of Twenty Million Euros (€20,000,000) executed
		by the Company to the Trustee for authentication, together with a Company Order
		for the authentication and delivery of such Securities, and the Trustee in
		accordance with the Company Order shall authenticate and deliver such
		Securities. In authenticating such Securities, and accepting the additional
		responsibilities under this Indenture in relation to such Securities, the
		Trustee shall be entitled to receive, and shall be fully protected in relying
		upon:
	 

	 
		(i) a copy of any Board Resolution relating
		thereto; and
	 

	 
		(ii) an Opinion of Counsel stating that: (1)
		such Securities, when authenticated and delivered by the Trustee and issued by
		the Company in the manner and subject to any conditions specified in such
		Opinion of Counsel, will constitute, and the Indenture constitutes, valid and
		legally binding obligations of the Company, each enforceable in accordance with
		its terms, subject to bankruptcy, insolvency, fraudulent transfer,
		reorganization, moratorium and similar laws of general applicability relating
		to or affecting creditors’ rights and to general equity principles; (2)
		the Securities have been duly authorized and executed by the Company and have
		been delivered to the Trustee for authentication in accordance with this
		Indenture; (3) the Securities are not required to be registered under the
		Securities Act; and (4) the Indenture is not required to be qualified under the
		Trust Indenture Act.
	 

	 
		(b) The Securities shall be executed on
		behalf of the Company by a duly authorized officer of the Company. The
		signature of any of these officers on the Securities may be manual or
		facsimile. Securities bearing the manual or facsimile signatures of individuals
		who were at any time the proper officers of the Company shall bind the Company,
		notwithstanding that such individuals or any of them have ceased to hold such
		offices prior to the authentication and delivery of such Securities or did not
		hold such offices at the date of such Securities.
	 

	 
		 
	 

	 
		24
	 

	 
		 
	 



	 
	 

	 

	 
		(c) No Security shall be entitled to any
		benefit under this Indenture or be valid or obligatory for any purpose, unless
		there appears on such Security a certificate of authentication substantially in
		the form provided for herein executed by the Trustee by the manual signature of
		one of its authorized signatories, and such certificate upon any Security shall
		be conclusive evidence, and the only evidence, that such Security has been duly
		authenticated and delivered hereunder. Notwithstanding the foregoing, if any
		Security shall have been authenticated and delivered hereunder but never issued
		and sold by the Company, and the Company shall deliver such Security to the
		Trustee for cancellation as provided in Section 3.8, for
		all purposes of this Indenture such Security shall be deemed never to have been
		authenticated and delivered hereunder and shall never be entitled to the
		benefits of this Indenture.
	 

	 
		(d) Each Security shall be dated the date of
		its authentication.
	 

	 
		SECTION 3.4. Global Securities.
	 

	 
		(a) Upon the election of the Holder after
		the Original Issue Date, which election need not be in writing, the Securities
		owned by such Holder shall be issued in the form of one or more Global
		Securities registered in the name of the Depositary or its nominee. Each Global
		Security issued under this Indenture shall be registered in the name of the
		Depositary designated by the Company for such Global Security or a nominee
		thereof and delivered to such Depositary or a nominee thereof or custodian
		therefor, and each such Global Security shall constitute a single Security for
		all purposes of this Indenture.
	 

	 
		(b) Notwithstanding any other provision in
		this Indenture, no Global Security may be exchanged in whole or in part for
		registered Securities, and no transfer of a Global Security in whole or in part
		may be registered, in the name of any Person other than the Depositary for such
		Global Security or a nominee thereof unless (i) such Depositary advises the
		Trustee and the Company in writing that such Depositary is no longer willing or
		able to properly discharge its responsibilities as Depositary with respect to
		such Global Security, and no qualified successor is appointed by the Company
		within ninety (90) days of receipt by the Company of such notice, (ii) such
		Depositary ceases to be a clearing agency registered under the Exchange Act and
		no successor is appointed by the Company within ninety (90) days after
		obtaining knowledge of such event, (iii) the Company executes and delivers to
		the Trustee a Company Order stating that the Company elects to terminate the
		book-entry system through the Depositary or (iv) an Event of Default shall have
		occurred and be continuing. Upon the occurrence of any event specified in
		clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary
		and instruct the Depositary to notify all owners of beneficial interests in
		such Global Security of the occurrence of such event and of the availability of
		Securities to such owners of beneficial interests requesting the same. The
		Trustee may conclusively rely, and be protected in relying, upon the written
		identification of the owners of beneficial interests furnished by the
		Depositary, and shall not be liable for any delay resulting from a delay by the
		Depositary. Upon the issuance of such Securities and the registration in the
		Securities Register of such Securities in the names of the Holders of the
		beneficial interests therein, the Trustee shall recognize such holders of
		beneficial interests as Holders.
	 

	 
		(c) If any Global Security is to be
		exchanged for other Securities or canceled in part, or if another Security is
		to be exchanged in whole or in part for a beneficial interest in any Global
		Security, then either (i) such Global Security shall be so surrendered for
		exchange or
	 

	 
		 
	 

	 
		25
	 

	 
		 
	 



	 
	 

	 

	 
		cancellation as provided in this
		Article III or (ii) the principal amount thereof shall be reduced
		or increased by an amount equal to (x) the portion thereof to be so exchanged
		or canceled, or (y) the principal amount of such other Security to be so
		exchanged for a beneficial interest therein, as the case may be, by means of an
		appropriate adjustment made on the records of the Securities Registrar,
		whereupon the Trustee, in accordance with the Applicable Depositary Procedures,
		shall instruct the Depositary or its authorized representative to make a
		corresponding adjustment to its records. Upon any such surrender or adjustment
		of a Global Security by the Depositary, accompanied by registration
		instructions, the Company shall execute and the Trustee shall upon receipt of a
		Company Order authenticate and deliver any Securities issuable in exchange for
		such Global Security (or any portion thereof) in accordance with the
		instructions of the Depositary. The Trustee shall not be liable for any delay
		in delivery of such instructions and may conclusively rely on, and shall be
		fully protected in relying on, such instructions.
	 

	 
		(d) Every Security authenticated and
		delivered upon registration of transfer of, or in exchange for or in lieu of, a
		Global Security or any portion thereof shall be authenticated and delivered in
		the form of, and shall be, a Global Security, unless such Security is
		registered in the name of a Person other than the Depositary for such Global
		Security or a nominee thereof.
	 

	 
		(e) Reserved.
	 

	 
		(f) The Depositary or its nominee, as the
		registered owner of a Global Security, shall be the Holder of such Global
		Security for all purposes under this Indenture and the Securities, and owners
		of beneficial interests in a Global Security shall hold such interests pursuant
		to the Applicable Depositary Procedures. Accordingly, any such owner’s
		beneficial interest in a Global Security shall be shown only on, and the
		transfer of such interest shall be effected only through, records maintained by
		the Depositary or its nominee or its Depositary Participants. The Securities
		Registrar and the Trustee shall be entitled to deal with the Depositary for all
		purposes of this Indenture relating to a Global Security (including the payment
		of principal and interest thereon and the giving of instructions or directions
		by owners of beneficial interests therein and the giving of notices) as the
		sole Holder of the Security and shall have no obligations to the owners of
		beneficial interests therein. Neither the Trustee nor the Securities Registrar
		shall have any liability in respect of any transfers effected by the
		Depositary.
	 

	 
		(g) The rights of owners of beneficial
		interests in a Global Security shall be exercised only through the Depositary
		and shall be limited to those established by law and agreements between such
		owners and the Depositary and/or its Depositary Participants.
	 

	 
		(h) No holder of any beneficial interest in
		any Global Security held on its behalf by a Depositary shall have any rights
		under this Indenture with respect to such Global Security, and such Depositary
		may be treated by the Company, the Trustee and any agent of the Company or the
		Trustee as the owner of such Global Security for all purposes whatsoever. None
		of the Company, the Trustee nor any agent of the Company or the Trustee 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
		Security or maintaining, supervising or reviewing any records relating to such
		beneficial ownership interests. Notwithstanding the foregoing, nothing herein
		shall prevent the Company, the Trustee or any agent of the Company or the
		Trustee from giving effect to any written certification, proxy or other
		authorization furnished by a Depositary or impair, as between a Depositary and
		such holders of beneficial interests, the operation of
	 

	 
		 
	 

	 
		26
	 

	 
		 
	 



	 
	 

	 

	 
		customary practices governing the exercise
		of the rights of the Depositary (or its nominee) as Holder of any
		Security.
	 

	 
		SECTION 3.5. Registration, Transfer and Exchange
		Generally.
	 

	 
		(a) The Trustee shall cause to be kept at
		the Corporate Trust Office a register (the “Securities Register”) in which the registrar and transfer agent with
		respect to the Securities (the “Securities Registrar”), subject to such reasonable regulations as it
		may prescribe, shall provide for the registration of Securities and of
		transfers and exchanges of Securities. The Trustee shall at all times also be
		the Securities Registrar. The provisions of Article VI shall
		apply to the Trustee in its role as Securities Registrar.
	 

	 
		(b) Subject to compliance with
		Section 2.2(b), upon surrender for registration of transfer of any
		Security at the offices or agencies of the Company designated for that purpose
		the Company shall execute, and the Trustee shall upon receipt of a Company
		Order authenticate and deliver, in the name of the designated transferee or
		transferees, one or more new Securities of any authorized denominations of like
		tenor and aggregate principal amount.
	 

	 
		(c) At the option of the Holder, Securities
		may be exchanged for other Securities of any authorized denominations, of like
		tenor and aggregate principal amount, upon surrender of the Securities to be
		exchanged at such office or agency. Whenever any Securities are so surrendered
		for exchange, the Company shall execute, and the Trustee shall upon receipt of
		a Company Order authenticate and deliver, the Securities that the Holder making
		the exchange is entitled to receive.
	 

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

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

	 
		(f) No service charge shall be made to a
		Holder for any transfer or exchange of Securities, but the Company may require
		payment of a sum sufficient to cover any tax or other governmental charge that
		may be imposed in connection with any transfer or exchange of
		Securities.
	 

	 
		(g) Neither the Company nor the Trustee
		shall be required pursuant to the provisions of this Section 3.5(g):
		(i) to issue, register the transfer of or exchange any Security during a period
		beginning at the opening of business fifteen (15) days before the day of
		selection for redemption of Securities pursuant to Article XI and
		ending at the close of business on the day of mailing of the notice of
		redemption or (ii) to register the transfer of or exchange any Security so
		selected for redemption in whole or in part, except, in the case of any such
		Security to be redeemed in part, any portion thereof not to be redeemed.
	 

	 
		(h) The Company shall designate an office or
		offices or agency or agencies where Securities may be surrendered for
		registration for transfer or exchange. The Company initially
	 

	 
		 
	 

	 
		27
	 

	 
		 
	 



	 
	 

	 

	 
		designates the Corporate Trust Office as its
		office and agency for such purposes. The Company shall give prompt written
		notice to the Trustee and to the Holders of any change in the location of any
		such office or agency. 
	 

	 
		(i) The Securities may only be transferred
		to (i) the Company or (ii) (A) a “Qualified Purchaser” as such term
		is defined in Section 2(a)(51) of the Investment Company Act and (B) (1) to a
		Person whom the Seller reasonably believes is a “Qualified Institutional
		Buyer”, as such term is defined in Rule 144A under the Securities Act, in
		a transaction meeting the requirements of Rule 144A, (2) to an institutional
		“Accredited Investor” within the meaning of subparagraph (a)(1), (2),
		(3) or (7) of Rule 501 under the Securities Act that is acquiring the
		Securities for its own account, or for the account of an “Accredited
		Investor”, for investment purposes and not with a view to, or for offer or
		sale in connection with, any distribution in violation of the Securities Act,
		(3) outside the United States in an offshore transaction in accordance with
		Regulation S under the Securities Act, (4) pursuant to an effective
		registration statement under the Securities Act or (v) pursuant to another
		exemption from registration under the Securities Act. 
	 

	 
		(j) Neither the Trustee nor the Securities
		Registrar shall be responsible for ascertaining whether any transfer hereunder
		complies with the registration provisions of or any exemptions from the
		Securities Act, applicable state securities laws or the applicable laws of any
		other jurisdiction, ERISA, the Code, or the Investment Company Act; provided,
		that if a certificate is specifically required by the express terms of this
		Section 3.5 to be delivered to the Trustee or the Securities Registrar by a
		Holder or transferee of a Security, the Trustee and the Securities Registrar
		shall be under a duty to receive and examine the same to determine whether or
		not the certificate substantially conforms on its face to the requirements of
		this Indenture and shall promptly notify the party delivering the same if such
		certificate does not comply with such terms.
	 

	 
		SECTION 3.6. Mutilated, Destroyed, Lost and Stolen
		Securities.
	 

	 
		(a) If any mutilated Security is surrendered
		to the Trustee together with such security or indemnity as may be required by
		the Trustee to save the Company and the Trustee harmless, the Company shall
		execute and the Trustee shall upon receipt of a Company Order authenticate and
		deliver in exchange therefor a new Security of like tenor and aggregate
		principal amount and bearing a number not contemporaneously outstanding.
	 

	 
		(b) If there shall be delivered to the
		Trustee (i) evidence to its satisfaction of the destruction, loss or theft of
		any Security and (ii) such security or indemnity as may be required by it to
		save each of the Company and the Trustee harmless, then, in the absence of
		notice to the Company or the Trustee that such Security has been acquired by a
		bona fide purchaser, the Company shall execute and upon its
		receipt of a Company Order Trustee shall authenticate and deliver, in lieu of
		any such destroyed, lost or stolen Security, a new Security of like tenor and
		aggregate principal amount as such destroyed, lost or stolen Security, and
		bearing a number not contemporaneously outstanding.
	 

	 
		(c) If any such mutilated, destroyed, lost
		or stolen Security has become or is about to become due and payable, the
		Company in its discretion may, instead of issuing a new Security, pay such
		Security.
	 

	 
		 
	 

	 
		28
	 

	 
		 
	 



	 
	 

	 

	 
		(d) Upon the issuance of any new Security
		under this Section 3.6, the Company may require the payment of a sum
		sufficient to cover any tax or other governmental charge that may be imposed in
		relation thereto and any other expenses (including the fees and expenses of the
		Trustee) connected therewith.
	 

	 
		(e) Every new Security issued pursuant to
		this Section 3.6 in lieu of any mutilated, destroyed, lost or stolen
		Security shall constitute an original additional contractual obligation of the
		Company, whether or not the mutilated, destroyed, lost or stolen Security shall
		be at any time enforceable by anyone, and shall be entitled to all the benefits
		of this Indenture equally and proportionately with any and all other Securities
		duly issued hereunder.
	 

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

	 
		SECTION 3.7. Persons Deemed Owners.
	 

	 
		The Company, the Trustee and any agent of
		the Company or the Trustee shall treat the Person in whose name any Security is
		registered as the owner of such Security for the purpose of receiving payment
		of principal of and any interest on such Security and for all other purposes
		whatsoever, and neither the Company, the Trustee nor any agent of the Company
		or the Trustee shall be affected by notice to the contrary.
	 

	 
		SECTION 3.8. Cancellation.
	 

	 
		All Securities surrendered for payment,
		redemption, transfer or exchange shall, if surrendered to any Person other than
		the Trustee, be delivered to the Trustee, and any such Securities and
		Securities surrendered directly to the Trustee for any such purpose shall be
		promptly canceled by it. The Company may at any time deliver to the Trustee for
		cancellation any Securities previously authenticated and delivered hereunder
		that the Company may have acquired in any manner whatsoever, and all Securities
		so delivered shall be promptly canceled by the Trustee. No Securities shall be
		authenticated in lieu of or in exchange for any Securities canceled as provided
		in this Section 3.8, except as expressly permitted by this Indenture. All
		canceled Securities shall be retained or disposed of by the Trustee in
		accordance with its customary practices and the Trustee shall deliver to the
		Company a certificate of such disposition.
	 

	 
		SECTION 3.9. Reserved.
	 

	 
		SECTION 3.10. Reserved.
	 

	 
		SECTION 3.11. Agreed Tax Treatment.
	 

	 
		(a) Each Security issued hereunder shall
		provide that the Company and, by its acceptance or acquisition of a Security or
		a beneficial interest therein, the Holder of, and any Person that acquires a
		direct or indirect beneficial interest in, such Security, intend and agree to
		treat such Security as indebtedness of the Company for United States Federal,
		state, local and foreign tax purposes. The provisions of this Indenture shall
		be interpreted to further this intention and agreement of the parties.
	 

	 
		 
	 

	 
		29
	 

	 
		 
	 



	 
	 

	 

	 
		(b) All payments by the Company under
		this Indenture shall be paid without set-off or counterclaim, and free and
		clear of and without deduction or withholding for or on account of, any present
		or future taxes, levies, imposts, duties, fees, assessments or other charges of
		whatever nature, imposed by the United States or by any department, agency or
		other political subdivision or taxing authority thereof or therein, and all
		interest, penalties or similar liabilities with respect thereto
		(“Taxes”). If any Taxes are required by law to be deducted
		or withheld in connection with any such payment, the Company will increase the
		amount paid so that the full amount of such payment is received by the payee as
		if no such deduction or withholding had been made. In addition, the Company
		agrees to indemnify and hold each Holder harmless against any Taxes which they
		are required to pay in respect of any amount paid by the Company under this
		Indenture.
	 

	 
		SECTION 3.12. CUSIP Numbers.
	 

	 
		The Company in issuing the Securities may
		use “CUSIP” numbers (if then generally in use), and, if so, the
		Trustee shall use “CUSIP” numbers in notices of redemption and other
		similar or related materials as a convenience to Holders; provided, that any such notice or other materials may state that
		no representation is made as to the correctness of such numbers either as
		printed on the Securities or as contained in any notice of redemption or other
		materials and that reliance may be placed only on the other identification
		numbers printed on the Securities, and any such redemption shall not be
		affected by any defect in or omission of such numbers.
	 

	 
		ARTICLE IV
	 

	 
		SATISFACTION AND DISCHARGE
	 

	 
		SECTION 4.1. Satisfaction and Discharge of Indenture.
	 

	 
		This Indenture shall, upon Company Request,
		cease to be of further effect (except as to any surviving rights of
		registration of transfer or exchange of Securities herein expressly provided
		for and as otherwise provided in this Section 4.1) and
		the Trustee, on written demand of and at the expense of the Company, shall
		execute proper instruments acknowledging satisfaction and discharge of this
		Indenture, when
	 

	 
		(a) either
	 

	 
		(i) all Securities theretofore authenticated
		and delivered (other than (A) Securities that have been mutilated, destroyed,
		lost or stolen and that have been replaced or paid as provided in
		Section 3.6 and (B) Securities for whose payment money has
		theretofore been deposited in trust or segregated and held in trust by the
		Company and thereafter repaid to the Company or discharged from such trust as
		provided in Section 10.2) have been delivered to the Trustee for cancellation;
		or
	 

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

	 
		(A) have become due and payable, or
	 

	 
		(B) will become due and payable at their
		Stated Maturity within one year of the date of deposit, or
	 

	 
		 
	 

	 
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		(C) are to be called for redemption within
		one year under arrangements satisfactory to the Trustee for the giving of
		notice of redemption by the Trustee in the name, and at the expense, of the
		Company,
	 

	 
		and the Company, in the case of subclause
		(ii)(A), (B) or (C) above, has deposited or caused to be deposited with the
		Trustee as trust funds in trust for such purpose (x) an amount in the currency
		or currencies in which the Securities are payable, (y) U.S. Government
		Obligations or Foreign Government Obligations which through the scheduled
		payment of principal and interest in respect thereof in accordance with their
		terms will provide, not later than the due date of any payment, money in an
		amount or (z) a combination thereof, in each case sufficient, in the opinion of
		a nationally recognized firm of independent public accountants expressed in a
		written certification thereof delivered to the Trustee, to pay and discharge
		the entire indebtedness on such Securities not theretofore delivered to the
		Trustee for cancellation, for principal and any premium and interest (including
		any Additional Interest) to the date of such deposit (in the case of Securities
		that have become due and payable) or to the Stated Maturity (or any date of
		principal repayment upon early maturity) or Redemption Date, as the case may
		be;
	 

	 
		(b) the Company has paid or caused to be
		paid all other sums payable hereunder by the Company; and
	 

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

	 
		Notwithstanding the satisfaction and
		discharge of this Indenture, the obligations of the Company to the Trustee
		under Section 6.6, the obligations of the Company to any Authenticating
		Agent under Section 6.11 and, if money shall have been deposited with the
		Trustee pursuant to subclause (a)(ii) of this Section 4.1, the
		obligations of the Trustee under Section
		4.2 and Section 10.2(e)
		shall survive.
	 

	 
		SECTION 4.2. Application of Trust Money.
	 

	 
		Subject to the provisions of Section 10.2(e),
		all money deposited with the Trustee pursuant to Section 4.1
		shall be held in trust and applied by the Trustee, in accordance with the
		provisions of the Securities and this Indenture, to the payment in accordance
		with Section 3.1, either directly or through any Paying Agent (including
		the Company acting as its own Paying Agent) as the Trustee may determine, to
		the Persons entitled thereto, of the principal and any premium and interest
		(including any Additional Interest) for the payment of which such money or
		obligations have been deposited with or received by the Trustee. Moneys held by
		the Trustee under this Section
		4.2 shall not be subject to the claims
		of holders of Senior Debt under Article XII.
	 

	 
		 
	 

	 
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		ARTICLE V
	 

	 
		 
	 

	 
		REMEDIES
	 

	 
		SECTION 5.1. Events of Default.
	 

	 
		“Event of Default” means, wherever used herein with respect to the
		Securities, any one of the following events (whatever the reason for such Event
		of Default and whether it shall be voluntary or involuntary or be effected by
		operation of law or pursuant to any judgment, decree or order of any court or
		any order, rule or regulation of any administrative or governmental
		body):
	 

	 
		(a) default in the payment of any interest
		upon any Security, including any Additional Interest in respect thereof, when
		it becomes due and payable, and continuance of such default for a period of
		thirty (30) days; or
	 

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

	 
		(c) default in the performance, or breach,
		of any covenant or warranty of the Company in this Indenture or the Purchase
		Agreement and continuance of such default or breach for a period of thirty (30)
		days after there has been given, by registered or certified mail, to the
		Company by the Trustee or to the Company and the Trustee by the Holders of at
		least twenty five percent (25%) in aggregate principal amount of the
		Outstanding Securities a written notice specifying such default or breach and
		requiring it to be remedied and stating that such notice is a “Notice of
		Default” hereunder;
	 

	 
		(d) the entry by a court having jurisdiction
		in the premises of a decree or order adjudging the Company a bankrupt or
		insolvent, or approving as properly filed a petition seeking reorganization,
		arrangement, adjustment or composition of or in respect of the Company under
		any applicable Federal or state bankruptcy, insolvency, reorganization or other
		similar law, or appointing a custodian, receiver, liquidator, assignee,
		trustee, sequestrator or other similar official of the Company or of any
		substantial part of its property, or ordering the winding up or liquidation of
		its affairs, and the continuance of any such decree or order for relief or any
		such other decree or order unstayed and in effect for a period of sixty (60)
		consecutive days; or
	 

	 
		(e) the institution by the Company of
		proceedings to be adjudicated a bankrupt or insolvent, or the consent by the
		Company to the institution of bankruptcy or insolvency proceedings against it,
		or the filing by the Company of a petition or answer or consent seeking
		reorganization or relief under any applicable Federal or state bankruptcy,
		insolvency, reorganization or other similar law, or the consent by it to the
		filing of such petition or to the appointment of or taking possession by a
		custodian, receiver, liquidator, assignee, trustee, sequestrator or other
		similar official of the Company or of any substantial part of its property, or
		the making by it of an assignment for the benefit of creditors, or the
		admission by it in writing of its inability to pay its debts generally as they
		become due and its willingness to be adjudicated a bankrupt or insolvent, or
		the taking of corporate action by the Company in furtherance of any such
		action.
	 

	 
		 
	 

	 
		 
	 

	 
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		SECTION 5.2. Acceleration of Maturity; Rescission and
		Annulment.
	 

	 
		(a) If an Event of Default occurs and is
		continuing, then and in every such case the Trustee or the Holders of not less
		than twenty five percent (25%) in aggregate principal amount of the Outstanding
		Securities may declare the principal amount of all the Securities to be due and
		payable immediately, by a notice in writing to the Company (and to the Trustee
		if given by Holders) and upon any such declaration the principal amount of and
		the accrued interest (including any Additional Interest) on all the Securities
		shall become immediately due and payable.
	 

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

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

	 
		(A) all overdue installments of interest on
		all Securities,
	 

	 
		(B) any accrued Additional Interest on all
		Securities,
	 

	 
		(C) the principal of and any premium on any
		Securities that have become due otherwise than by such declaration of
		acceleration and interest (including any Additional Interest) thereon at the
		rate borne by the Securities, and
	 

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

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

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

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

	 
		(a) The Company covenants that if:
	 

	 
		(i) default is made in the payment of any
		installment of interest (including any Additional Interest) on any Security
		when such interest becomes due and payable and such default continues for a
		period of thirty (30) days, or
	 

	 
		(ii) default is made in the payment of the
		principal of and any premium on any Security at the Maturity thereof,
	 

	 
		the Company will, upon demand of the
		Trustee, pay to the Trustee, for the benefit of the Holders of such Securities,
		the whole amount then due and payable on such Securities for principal
		and
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		33
	 

	 
		 
	 



	 
	 

	 

	 
		any premium and interest (including any
		Additional Interest) and, in addition thereto, all amounts owing the Trustee
		under Section 6.6.
	 

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

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

	 
		SECTION 5.4. Trustee May File Proofs of Claim.
	 

	 
		In case of any receivership, insolvency,
		liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
		or similar judicial proceeding relative to the Company (or any other obligor
		upon the Securities), its property or its creditors, the Trustee shall be
		entitled and empowered, by intervention in such proceeding or otherwise, to
		take any and all actions authorized hereunder in order to have claims of the
		Holders and the Trustee allowed in any such proceeding. In particular, the
		Trustee shall be authorized to collect and receive any moneys or other property
		payable or deliverable on any such claims and to distribute the same; and any
		custodian, receiver, assignee, trustee, liquidator, sequestrator or other
		similar official in any such judicial proceeding is hereby authorized by each
		Holder to make such payments to the Trustee and, in the event that the Trustee
		shall consent to the making of such payments directly to the Holders, to first
		pay to the Trustee any amount due it for the reasonable compensation, expenses,
		disbursements and advances of the Trustee, its agents and counsel, and any
		other amounts owing the Trustee, any predecessor Trustee and other Persons
		under Section 6.6.
	 

	 
		SECTION 5.5. Trustee May Enforce Claim Without Possession of
		Securities.
	 

	 
		All rights of action and claims under this
		Indenture or the Securities may be prosecuted and enforced by the Trustee
		without the possession of any of the Securities or the production thereof in
		any proceeding relating thereto, and any such proceeding instituted by the
		Trustee shall be brought in its own name as trustee of an express trust, and
		any recovery of judgment shall, subject to Article XII and
		after provision for the payment of all the amounts owing the Trustee, any
		predecessor Trustee and other Persons under Section 6.6, be
		for the ratable benefit of the Holders of the Securities in respect of which
		such judgment has been recovered.
	 

	 
		SECTION 5.6. Application of Money Collected.
	 

	 
		Any money or property collected or to be
		applied by the Trustee with respect to the Securities pursuant to this
		Article V shall be applied in the following order, at the date or
		dates fixed by the Trustee and, in case of the distribution of such money or
		property on account of 
	 

	 
		 
	 

	 
		 
	 

	 
		34
	 

	 
		 
	 



	 
	 

	 

	 
		principal or any premium or interest
		(including any Additional Interest), upon presentation of the Securities and
		the notation thereon of the payment if only partially paid and upon surrender
		thereof if fully paid:
	 

	 
		FIRST: To the payment of all amounts due the
		Trustee, any predecessor Trustee and other Persons under Section 6.6;
	 

	 
		SECOND: To the payment of all Senior Debt of
		the Company if and to the extent required by Article XII;
	 

	 
		THIRD: Subject to Article XII, to
		the payment of the amounts then due and unpaid upon the Securities for
		principal and any premium and interest (including any Additional Interest) in
		respect of which or for the benefit of which such money has been collected,
		ratably, without preference or priority of any kind, according to the amounts
		due and payable on the Securities for principal and any premium and interest
		(including any Additional Interest), respectively; and
	 

	 
		FOURTH: The balance, if any, to the Person
		or Persons entitled thereto.
	 

	 
		SECTION 5.7. Limitation on Suits.
	 

	 
		Subject to Section 5.8, no
		Holder of any Securities shall have any right to institute any proceeding,
		judicial or otherwise, with respect to this Indenture or for the appointment of
		a custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
		similar official) or for any other remedy hereunder, unless:
	 

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

	 
		(b) the Holders of not less than a majority
		in aggregate principal amount of the Outstanding Securities shall have made
		written request to the Trustee to institute proceedings in respect of such
		Event of Default in its own name as Trustee hereunder;
	 

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

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

	 
		(e) no direction inconsistent with such
		written request has been given to the Trustee during such sixty (60)-day period
		by the Holders of a majority in aggregate principal amount of the Outstanding
		Securities;
	 

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

	 
		 
	 

	 
		 
	 

	 
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		SECTION 5.8. Unconditional Right of Holders to Receive Principal,
		Premium, if any, and Interest.
	 

	 
		Notwithstanding any other provision in this
		Indenture, the Holder of any Security shall have the right, which is absolute
		and unconditional, to receive payment of the principal of and any premium on
		such Security at its Maturity and payment of interest (including any Additional
		Interest) on such Security when due and payable and to institute suit for the
		enforcement of any such payment, and such right shall not be impaired without
		the consent of such Holder.
	 

	 
		SECTION 5.9. Restoration
		of Rights and Remedies.
	 

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

	 
		SECTION 5.10. Rights and Remedies Cumulative.
	 

	 
		Except as otherwise provided in
		Section 3.6(f), no right or remedy herein conferred upon or reserved
		to the Trustee or the Holders is intended to be exclusive of any other right or
		remedy, and every right and remedy shall, to the extent permitted by law, be
		cumulative and in addition to every other right and remedy given hereunder or
		now or hereafter existing at law or in equity or otherwise. The assertion or
		employment of any right or remedy hereunder, or otherwise, shall not prevent
		the concurrent assertion or employment of any other appropriate right or
		remedy.
	 

	 
		SECTION 5.11. Delay or Omission Not Waiver.
	 

	 
		No delay or omission of the Trustee or any
		Holder of any Securities to exercise any right or remedy accruing upon any
		Event of Default shall impair any such right or remedy or constitute a waiver
		of any such Event of Default or an acquiescence therein. Every right and remedy
		given by this Article V or by law to the Trustee or to the Holders may be
		exercised from time to time, and as often as may be deemed expedient, by the
		Trustee or the Holders, as the case may be.
	 

	 
		SECTION 5.12. Control by Holders.
	 

	 
		The Holders of not less than a majority in
		aggregate principal amount of the Outstanding Securities shall have the right
		to direct the time, method and place of conducting any proceeding for any
		remedy available to the Trustee or exercising any trust or power conferred on
		the Trustee; provided, that:
	 

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

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

	 
		 
	 

	 
		 
	 

	 
		36
	 

	 
		 
	 



	 
	 

	 

	 
		(c) subject to the provisions of
		Section 6.2, the Trustee shall have the right to decline to follow
		such direction if a Responsible Officer or Officers of the Trustee shall, in
		good faith, reasonably determine that the proceeding so directed would be
		unjustly prejudicial to the Holders not joining in any such direction or would
		involve the Trustee in personal liability.
	 

	 
		SECTION 5.13. Waiver of Past Defaults.
	 

	 
		(a) The Holders of not less than a majority
		in aggregate principal amount of the Outstanding Securities may waive any past
		Event of Default hereunder and its consequences except an Event of
		Default:
	 

	 
		(i) in the payment of the principal of or
		any premium or interest (including any Additional Interest) on any Outstanding
		Security (unless such Event of Default has been cured and the Company has paid
		to or deposited with the Trustee a sum sufficient to pay all installments of
		interest (including any Additional Interest) due and past due and all principal
		of and any premium on all Securities due otherwise than by acceleration),
		or
	 

	 
		(ii) in respect of a covenant or provision
		hereof that under Article
		IX cannot be modified or amended
		without the consent of each Holder of any Outstanding Security.
	 

	 
		(b) Any such waiver shall be deemed to be on
		behalf of the Holders of all the Outstanding Securities.
	 

	 
		(c) Upon any such waiver, such Event of
		Default shall cease to exist and any Event of Default arising therefrom shall
		be deemed to have been cured for every purpose of this Indenture; but no such
		waiver shall extend to any subsequent or other Event of Default or impair any
		right consequent thereon.
	 

	 
		SECTION 5.14. Undertaking for Costs.
	 

	 
		All parties to this Indenture agree, and
		each Holder of any Security by his or her acceptance thereof shall be deemed to
		have agreed, that any court may in its discretion require, in any suit for the
		enforcement of any right or remedy under this Indenture, or in any suit against
		the Trustee for any action taken or omitted by it as Trustee, the filing by any
		party litigant in such suit of an undertaking to pay the costs of such suit,
		and that such court may in its discretion assess reasonable costs, including
		reasonable attorneys’ fees and expenses, 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; but the provisions of this
		Section 5.14 shall not apply to any suit instituted by the Trustee,
		to any suit instituted by any Holder, or group of Holders, holding in the
		aggregate more than ten percent (10%) in aggregate principal amount of the
		Outstanding Securities, or to any suit instituted by any Holder for the
		enforcement of the payment of the principal of or any premium on the Security
		after the Stated Maturity or any interest (including any Additional Interest)
		on any Security after it is due and payable.
	 

	 
		SECTION 5.15. Waiver of Usury, Stay or Extension Laws.
	 

	 
		The Company covenants (to the extent that it
		may lawfully do so) that it will not at any time insist upon, or plead, or in
		any manner whatsoever claim or take the benefit or advantage of, any usury,
		stay or extension law wherever enacted, now or at any time hereafter in force,
		which 
	 

	 
		 
	 

	 
		 
	 

	 
		37
	 

	 
		 
	 



	 
	 

	 

	 
		may affect the covenants or the performance
		of this Indenture; and the Company (to the extent that it may lawfully do so)
		hereby expressly waives all benefit or advantage of any such law, and covenants
		that it will not hinder, delay or impede the execution of any power herein
		granted to the Trustee, but will suffer and permit the execution of every such
		power as though no such law had been enacted.
	 

	 
		ARTICLE VI
	 

	 
		 
	 

	 
		THE TRUSTEE
	 

	 
		SECTION 6.1. Corporate Trustee Required.
	 

	 
		There shall at all times be a Trustee
		hereunder with respect to the Securities. The Trustee shall be a corporation or
		national banking association organized and doing business under the laws of the
		United States or of any state thereof, authorized to exercise corporate trust
		powers, having or having a parent that has a combined capital and surplus of at
		least $50,000,000, subject to supervision or examination by Federal or state
		authority and having an office within the United States. If such entity
		publishes reports of condition at least annually, pursuant to law or to the
		requirements of such supervising or examining authority, then, for the purposes
		of this Section 6.1, the combined capital and surplus of such entity shall
		be deemed to be its combined capital and surplus as set forth in its most
		recent report of condition so published. If at any time the Trustee shall cease
		to be eligible in accordance with the provisions of this Section 6.1, it
		shall resign immediately in the manner and with the effect hereinafter
		specified in this Article
		VI.
	 

	 
		SECTION 6.2. Certain Duties and Responsibilities.
	 

	 
		Except during the continuance of an Event of
		Default:
	 

	 
		(i) the Trustee undertakes to perform such
		duties and only such duties as are specifically set forth in this Indenture,
		and no implied covenants or obligations shall be read into this Indenture
		against the Trustee; and
	 

	 
		(ii) in the absence of bad faith on its
		part, the Trustee may conclusively rely, as to the truth of the statements and
		the correctness of the opinions expressed therein, upon certificates or
		opinions furnished to the Trustee and conforming to the requirements of this
		Indenture; provided, that in the case of any such certificates or opinions
		that by any provision hereof are specifically required to be furnished to the
		Trustee, the Trustee shall be under a duty to examine the same to determine
		whether or not they substantially conform on their face to the requirements of
		this Indenture.
	 

	 
		(b) If an Event of Default known to the
		Trustee has occurred and is continuing, the Trustee shall, prior to the receipt
		of directions, if any, from the Holders of at least a majority in aggregate
		principal amount of the Outstanding Securities, exercise such of the rights and
		powers vested in it by this Indenture, and use the same degree of care and
		skill in its exercise, as a prudent person would exercise or use under the
		circumstances in the conduct of such person’s own affairs.
	 

	 
		(c) Notwithstanding the foregoing, no
		provision of this Indenture shall require the Trustee to expend or risk its own
		funds or otherwise incur any financial liability in the 
	 

	 
		 
	 

	 
		 
	 

	 
		38
	 

	 
		 
	 



	 
	 

	 

	 
		performance of any of its duties hereunder,
		or in the exercise of any of its rights or powers, if it shall have reasonable
		grounds for believing that repayment of such funds or adequate indemnity
		against such risk or liability is not reasonably assured to it. Whether or not
		therein expressly so provided, every provision of this Indenture relating to
		the conduct or affecting the liability of or affording protection to the
		Trustee shall be subject to the provisions of this Section 6.2. To
		the extent that, at law or in equity, the Trustee has duties and liabilities
		relating to the Holders, the Trustee shall not be liable to any Holder for the
		Trustee’s good faith reliance on the provisions of this Indenture. The
		provisions of this Indenture, to the extent that they restrict the duties and
		liabilities of the Trustee otherwise existing at law or in equity, are agreed
		by the Company and the Holders to replace such other duties and liabilities of
		the Trustee.
	 

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

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

	 
		(ii) the Trustee shall not be liable with
		respect to any action taken or omitted to be taken by it in good faith in
		accordance with the direction of the Holders of at least a majority in
		aggregate principal amount of the Outstanding Securities; and
	 

	 
		(iii) the Trustee shall be under no
		liability for interest on any money received by it hereunder except as
		otherwise agreed in writing with the Company and money held by the Trustee in
		trust hereunder need not be segregated from other funds except to the extent
		required by law.
	 

	 
		SECTION 6.3. Notice of Defaults.
	 

	 
		Within ninety (90) days after the occurrence
		of any default actually known to the Trustee, the Trustee shall give the
		Holders notice of such default unless such default shall have been cured or
		waived;  provided,
		that except in the case of a default in
		the payment of the principal of or any premium or interest on any Securities,
		the Trustee shall be fully protected in withholding the notice if and so long
		as the board of directors, the executive committee or a trust committee of
		directors and/or Responsible Officers of the Trustee in good faith determines
		that withholding the notice is in the interest of holders of Securities; and
		provided, further,
		that in the case of any default of the
		character specified in Section
		5.1(c), no such notice to Holders shall
		be given until at least thirty (30) days after the occurrence thereof. For the
		purpose of this Section
		6.3, the term “default” means
		any event which is, or after notice or lapse of time or both would become, an
		Event of Default.
	 

	 
		SECTION 6.4. Certain Rights of Trustee.
	 

	 
		Subject to the provisions of Section 6.2:
	 

	 
		(a) the Trustee may conclusively rely and
		shall be fully protected in acting or refraining from acting in good faith and
		in accordance with the terms hereof upon any resolution, certificate,
		statement, instrument, opinion, report, notice, request, direction, consent,
		order, bond, 
	 

	 
		 
	 

	 
		 
	 

	 
		39
	 

	 
		 
	 



	 
	 

	 

	 
		debenture, note 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) if (i) in performing its duties under
		this Indenture the Trustee is required to decide between alternative courses of
		action, (ii) in construing any of the provisions of this Indenture the Trustee
		finds ambiguous or inconsistent with any other provisions contained herein or
		(iii) the Trustee is unsure of the application of any provision of this
		Indenture, then, except as to any matter as to which the Holders are entitled
		to decide under the terms of this Indenture, the Trustee shall deliver a notice
		to the Company requesting the Company’s written instruction as to the
		course of action to be taken and the Trustee shall take such action, or refrain
		from taking such action, as the Trustee shall be instructed in writing to take,
		or to refrain from taking, by the Company; provided, that
		if the Trustee does not receive such instructions from the Company within ten
		Business Days after it has delivered such notice or such reasonably shorter
		period of time set forth in such notice the Trustee may, but shall be under no
		duty to, take such action, or refrain from taking such action, as the Trustee
		shall deem advisable and in the best interests of the Holders, in which event
		the Trustee shall have no liability except for its own negligence, bad faith or
		willful misconduct;
	 

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

	 
		(d) the Trustee may consult with counsel
		(which counsel may be counsel to the Trustee, the Company or any of its
		Affiliates, and may include any of its employees) and the advice of such
		counsel or any Opinion of Counsel shall be full and complete authorization and
		protection in respect of any action taken, suffered or omitted by it hereunder
		in good faith and in reliance thereon;
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
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		(h) whenever in the administration of this
		Indenture the Trustee shall deem it desirable to receive instructions with
		respect to enforcing any remedy or right or taking any other action with
		respect to enforcing any remedy or right hereunder, the Trustee (i) may request
		instructions from the Holders (which instructions may only be given by the
		Holders of the same aggregate principal amount of Outstanding Securities as
		would be entitled to direct the Trustee under this Indenture in respect of such
		remedy, right or action), (ii) may refrain from enforcing such remedy or right
		or taking such action until such instructions are received and (iii) shall be
		protected in acting in accordance with such instructions;
	 

	 
		(i) except as otherwise expressly provided
		by this Indenture, the Trustee shall not be under any obligation to take any
		action that is discretionary under the provisions of this Indenture;
	 

	 
		(j) without prejudice to any other rights
		available to the Trustee under applicable law, when the Trustee incurs expenses
		or renders services in connection with any bankruptcy, insolvency or other
		proceeding referred to in clauses (d) or (e) of the definition of Event of
		Default, such expenses (including legal fees and expenses of its agents and
		counsel) and the compensation for such services are intended to constitute
		expenses of administration under any bankruptcy laws or law relating to
		creditors rights generally;
	 

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

	 
		(l) the Trustee shall not be charged with
		knowledge of any Event of Default unless either (i) a Responsible Officer of
		the Trustee shall have actual knowledge or (ii) the Trustee shall have received
		written notice thereof from the Company or a Holder; and
	 

	 
		(m) in the event that the Trustee is also
		acting as Paying Agent, Authenticating Agent, Calculation Agent or Securities
		Registrar hereunder, the rights and protections afforded to the Trustee
		pursuant to this Article
		VI shall also be afforded such Paying
		Agent, Authenticating Agent, Calculation Agent or Securities Registrar.
	 

	 
		SECTION 6.5. May Hold Securities.
	 

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

	 
		SECTION 6.6. Compensation; Reimbursement; Indemnity.
	 

	 
		(a) The Company agrees:
	 

	 
		(i) to pay to the Trustee from time to time
		reasonable compensation for all services rendered by it hereunder in such
		amounts as the Company and the Trustee shall 
	 

	 
		 
	 

	 
		 
	 

	 
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		agree from time to time (which compensation
		shall not be limited by any provision of law in regard to the compensation of a
		trustee of an express trust);
	 

	 
		(ii) to reimburse the Trustee upon its
		request for all reasonable expenses, disbursements and advances incurred or
		made by the Trustee in accordance with any provision of this Indenture
		(including the reasonable compensation and the expenses and disbursements of
		its agents and counsel), except any such expense, disbursement or advance as
		may be attributable to its negligence, bad faith or willful misconduct;
		and
	 

	 
		(iii) to the fullest extent permitted by
		applicable law, to indemnify the Trustee and its Affiliates, and their
		officers, directors, shareholders, agents, representatives and employees for,
		and to hold them harmless against, any loss, damage, liability, tax (other than
		income, franchise or other taxes imposed on amounts paid pursuant to (i) or
		(ii) hereof), penalty, expense or claim of any kind or nature whatsoever
		incurred without negligence, bad faith or willful misconduct on its part
		arising out of or in connection with the acceptance or administration of this
		trust or the performance of the Trustee’s duties hereunder, including the
		costs and expenses of defending itself against any claim or liability in
		connection with the exercise or performance of any of its powers or duties
		hereunder.
	 

	 
		(b) To secure the Company’s payment
		obligations in this Section
		6.6, the Company hereby grants and
		pledges to the Trustee and the Trustee shall have a lien prior to the
		Securities on all money or property held or collected by the Trustee, other
		than money or property held in trust to pay principal and interest on
		particular Securities. Such lien shall survive the satisfaction and discharge
		of this Indenture or the resignation or removal of the Trustee.
	 

	 
		(c) The obligations of the Company under
		this Section 6.6 shall survive the satisfaction and discharge of this
		Indenture and the earlier resignation or removal of the Trustee.
	 

	 
		(d) In no event shall the Trustee be liable
		for any indirect, special, punitive or consequential loss or damage of any kind
		whatsoever, including, but not limited to, lost profits, even if the Trustee
		has been advised of the likelihood of such loss or damage and regardless of the
		form of action.
	 

	 
		(e) In no event shall the Trustee be liable
		for any failure or delay in the performance of its obligations hereunder
		because of circumstances beyond its control, including, but not limited to,
		acts of God, flood, war (whether declared or undeclared), terrorism, fire,
		riot, embargo, government action, including any laws, ordinances, regulations,
		governmental action or the like which delay, restrict or prohibit the providing
		of the services contemplated by this Indenture.
	 

	 
		SECTION 6.7. Resignation and Removal; Appointment of
		Successor.
	 

	 
		(a) No resignation or removal of the Trustee
		and no appointment of a successor Trustee pursuant to this Article VI shall
		become effective until the acceptance of appointment by the successor Trustee
		under Section 6.8.
	 

	 
		(b) The Trustee may resign at any time by
		giving written notice thereof to the Company.
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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		(c) Unless an Event of Default shall have
		occurred and be continuing, the Trustee may be removed at any time by the
		Company by a Board Resolution. If an Event of Default shall have occurred and
		be continuing, the Trustee may be removed by Act of the Holders of a majority
		in aggregate principal amount of the Outstanding Securities, delivered to the
		Trustee and to the Company.
	 

	 
		(d) If the Trustee shall resign, be removed
		or become incapable of acting, or if a vacancy shall occur in the office of
		Trustee for any reason, at a time when no Event of Default shall have occurred
		and be continuing, the Company, by a Board Resolution, shall promptly appoint a
		successor Trustee, and such successor Trustee and the retiring Trustee shall
		comply with the applicable requirements of Section 6.8. If
		the Trustee shall resign, be removed or become incapable of acting, or if a
		vacancy shall occur in the office of Trustee for any reason, at a time when an
		Event of Default shall have occurred and be continuing, the Holders, by Act of
		the Holders of a majority in aggregate principal amount of the Outstanding
		Securities, shall promptly appoint a successor Trustee, and such successor
		Trustee and the retiring Trustee shall comply with the applicable requirements
		of Section 6.8. If no successor Trustee shall have been so appointed
		by the Company or the Holders and accepted appointment within sixty (60) days
		after the giving of a notice of resignation by the Trustee or the removal of
		the Trustee in the manner required by Section 6.8, any
		Holder who has been a bona fide Holder of a Security for at least six (6)
		months (or, if the Securities have been Outstanding for less than six (6)
		months, the entire period of such lesser time) may, on behalf of such Holder
		and all others similarly situated, and any resigning Trustee may, at the
		expense of the Company, petition any court of competent jurisdiction for the
		appointment of a successor Trustee.
	 

	 
		(e) The Company shall give notice to all
		Holders in the manner provided in Section 1.6 of
		each resignation and each removal of the Trustee and each appointment of a
		successor Trustee. Each notice shall include the name of the successor Trustee
		and the address of its Corporate Trust Office.
	 

	 
		SECTION 6.8. Acceptance of Appointment by Successor.
	 

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

	 
		(b) Upon request of any such successor
		Trustee, the Company shall execute any and all instruments for more fully and
		certainly vesting in and confirming to such successor Trustee all rights,
		powers and trusts referred to in paragraph (a) of this Section 6.8.
	 

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

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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		SECTION 6.9. Merger, Conversion, Consolidation or Succession to
		Business.
	 

	 
		Any Person into which the Trustee 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 Trustee
		shall be a party, or any Person succeeding to all or substantially all of the
		corporate trust business of the Trustee, shall be the successor of the Trustee
		hereunder, without the execution or filing of any paper or any further act on
		the part of any of the parties hereto, provided, that
		such Person shall be otherwise qualified and eligible under this
		Article VI. In case any Securities shall have been authenticated,
		but not delivered, by the Trustee then in office, any successor by merger,
		conversion or consolidation or as otherwise provided above in this
		Section 6.9 to such authenticating Trustee may adopt such
		authentication and deliver the Securities so authenticated, and in case any
		Securities shall not have been authenticated, any successor to the Trustee may
		authenticate such Securities either in the name of any predecessor Trustee or
		in the name of such successor Trustee, and in all cases the certificate of
		authentication shall have the full force which it is provided anywhere in the
		Securities or in this Indenture that the certificate of the Trustee shall
		have.
	 

	 
		SECTION 6.10. Not Responsible for Recitals or Issuance of
		Securities.
	 

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

	 
		SECTION 6.11. Appointment of Authenticating Agent.
	 

	 
		(a) The Trustee may appoint an
		Authenticating Agent or Agents with respect to the Securities, which shall be
		authorized to act on behalf of the Trustee to authenticate Securities issued
		upon original issue and upon exchange, registration of transfer or partial
		redemption thereof or pursuant to Section 3.6, and
		Securities so authenticated shall be entitled to the benefits of this Indenture
		and shall be valid and obligatory for all purposes as if authenticated by the
		Trustee hereunder. Wherever reference is made in this Indenture to the
		authentication and delivery of Securities by the Trustee or the Trustee’s
		certificate of authentication, such reference shall be deemed to include
		authentication and delivery on behalf of the Trustee by an Authenticating
		Agent. Each Authenticating Agent shall be acceptable to the Company and shall
		at all times be an entity organized and doing business under the laws of the
		United States of America, or of any State or Territory thereof or the District
		of Columbia, authorized under such laws to act as Authenticating Agent, having
		a combined capital and surplus of not less than $50,000,000 and subject to
		supervision or examination by Federal or state authority. If such
		Authenticating Agent publishes reports of condition at least annually pursuant
		to law or to the requirements of said supervising or examining authority, then
		for the purposes of this Section
		6.11 the combined capital and surplus
		of such Authenticating Agent shall be deemed to be its combined capital and
		surplus as set forth in its most recent report of condition so published. If at
		any time an Authenticating Agent shall cease to be eligible in accordance with
		the provisions of this Section
		6.11, such Authenticating Agent shall
		resign immediately in the manner and with the effect specified in this
		Section 6.11.
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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		(b) Any Person into which an Authenticating
		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 such
		Authenticating Agent shall be a party, or any Person succeeding to all or
		substantially all of the corporate trust business of an Authenticating Agent
		shall be the successor Authenticating Agent hereunder, provided such Person
		shall be otherwise eligible under this Section 6.11,
		without the execution or filing of any paper or any further act on the part of
		the Trustee or the Authenticating Agent.
	 

	 
		(c) An Authenticating Agent may resign at
		any time by giving written notice thereof to the Trustee and to the Company.
		The Trustee may at any time terminate the agency of an Authenticating Agent by
		giving written notice thereof to such Authenticating Agent and to the Company.
		Upon receiving such a notice of resignation or upon such a termination, or in
		case at any time such Authenticating Agent shall cease to be eligible in
		accordance with the provisions of this Section 6.11,
		the Trustee may appoint a successor Authenticating Agent eligible under the
		provisions of this Section
		6.11, which shall be acceptable to the
		Company, and shall give notice of such appointment to all Holders. Any
		successor Authenticating Agent upon acceptance of its appointment hereunder
		shall become vested with all the rights, powers and duties of its predecessor
		hereunder, with like effect as if originally named as an Authenticating
		Agent.
	 

	 
		(d) The Company agrees to pay to each
		Authenticating Agent from time to time reasonable compensation for its services
		under this Section 6.11 in such amounts as the Company and the Authenticating
		Agent shall agree from time to time.
	 

	 
		(e) If an appointment of an Authenticating
		Agent is made pursuant to this Section
		6.11, the Securities may have endorsed
		thereon, in addition to the Trustee’s certificate of authentication, an
		alternative certificate of authentication in the following form:
	 

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

	 
		Dated:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  WELLS FARGO BANK, N.A., not in its
				  
 individual capacity, but solely as
				  Trustee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Authenticating
				  Agent
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Authorized Signatory
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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		ARTICLE VII
	 

	 
		 
	 

	 
		HOLDER’S LISTS AND REPORTS BY COMPANY
	 

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

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

	 
		(a) semiannually, on or before June 30 and
		December 31 of each year, a list, in such form as the Trustee may reasonably
		require, of the names and addresses of the Holders as of a date not more than
		fifteen (15) days prior to the delivery thereof, and
	 

	 
		(b) at such other times as the Trustee may
		request in writing, within thirty (30) days after the receipt by the Company of
		any such request, a list of similar form and content as of a date not more than
		fifteen (15) days prior to the time such list is furnished,
	 

	 
		in each case to the extent such information
		is in the possession or control of the Company and has not otherwise been
		received by the Trustee in its capacity as Securities Registrar.
	 

	 
		SECTION 7.2. Preservation of Information, Communications to
		Holders.
	 

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

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

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

	 
		SECTION 7.3. Reports by Company.
	 

	 
		(a) The Company shall furnish to the Holders
		and to prospective purchasers of Securities, upon their request, the
		information required to be furnished pursuant to Rule 144A(d)(4) under the
		Securities Act. The delivery requirement set forth in the preceding sentence
		may be satisfied by compliance with Section 7.3(b)
		hereof.
	 

	 
		(b) The Company shall furnish to each of (i)
		the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii)
		Taberna Capital Management, LLC, 450 Park Avenue, 11th Floor, New
		York, New York 10022, Attn: Thomas Bogal (or such other address as designated
		by Taberna Capital Management, LLC) and (iv) any beneficial owner of the
		Securities reasonably identified to the Company (which identification may be
		made either by such beneficial owner or by Taberna Capital Management, LLC),
		the financial statements 
	 

	 
		 
	 

	 
		 
	 

	 
		46
	 

	 
		 
	 



	 
	 

	 

	 
		referenced in the form attached hereto as
		Exhibit A, including the financial statements referenced in such
		Exhibit, which financial statements shall be so furnished by the Company not
		later than forty-five (45) days after the end of each of the first three fiscal
		quarters of each fiscal year of the Company and not later than ninety (90) days
		after the end of each fiscal year of the Company, to the extent such statements
		are not available via EDGAR; if the Company is not a company reporting with the
		Securities and Exchange Commission (the “Commission”), the
		financial statements referenced in said Exhibit shall be delivered. 
	 

	 
		(c) If the Company intends to file its
		annual and quarterly information with the Commission in electronic form
		pursuant to Regulation S-T of the Commission using the Commission’s
		Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
		system, the Company shall notify the Trustee in the manner prescribed herein of
		each such annual and quarterly filing. The Trustee is hereby authorized and
		directed to access the EDGAR system for purposes of retrieving the financial
		information so filed. Compliance with the foregoing shall constitute delivery
		by the Company of its financial statements to the Trustee in compliance with
		the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The
		Trustee shall have no duty to search for or obtain any electronic or other
		filings that the Company makes with the Commission, regardless of whether such
		filings are periodic, supplemental or otherwise. Delivery of reports,
		information and documents to the Trustee pursuant to this Section
		7.3(c) shall be solely for purposes of
		compliance with this Section
		7.3(c) and, if applicable, with Section
		314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports,
		information and documents shall not constitute notice to it of the content
		thereof or any matter determinable from the content thereof, including the
		Company’s compliance with any of its covenants hereunder, as to which the
		Trustee is entitled to rely upon Officers’ Certificates.
	 

	 
		ARTICLE VIII
	 

	 
		 
	 

	 
		CONSOLIDATION,
		MERGER,
		CONVEYANCE, TRANSFER
		OR
		LEASE
	 

	 
		SECTION 8.1. Company May Consolidate, Etc., Only on Certain
		Terms.
	 

	 
		The Company shall not consolidate with or
		merge into any other Person or convey, transfer or lease its properties and
		assets substantially as an entirety to any Person, and no Person shall
		consolidate with or merge into the Company or convey, transfer or lease its
		properties and assets substantially as an entirety to the Company,
		unless:
	 

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

	 
		 
	 

	 
		 
	 

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

	 
		(c) the Company has delivered to the Trustee
		an Officers’ Certificate and an Opinion of Counsel, each stating that such
		consolidation, merger, conveyance, transfer or lease and, if a supplemental
		indenture is required in connection with such transaction, any such
		supplemental indenture comply with this Article VIII and
		that all conditions precedent herein provided for relating to such transaction
		have been complied with; and the Trustee may rely upon such Officers’
		Certificate and Opinion of Counsel as conclusive evidence that such transaction
		complies with this Section
		8.1.
	 

	 
		SECTION 8.2. Successor Company Substituted.
	 

	 
		(a) Upon any consolidation or merger by the
		Company with or into any other Person, or any conveyance, transfer or lease by
		the Company of its properties and assets substantially as an entirety to any
		Person in accordance with Section
		8.1 and the execution and delivery to
		the Trustee of the supplemental indenture described in Section 8.1(a),
		the successor entity formed by such consolidation or into which the Company is
		merged or to which such conveyance, transfer or lease is made shall succeed to,
		and be substituted for, and may exercise every right and power of, the Company
		under this Indenture with the same effect as if such successor Person had been
		named as the Company herein; and in the event of any such conveyance or
		transfer, following the execution and delivery of such supplemental indenture,
		the Company shall be discharged from all obligations and covenants under the
		Indenture and the Securities.
	 

	 
		(b) Such successor Person may cause to be
		executed, and may issue either in its own name or in the name of the Company,
		any or all of the Securities issuable hereunder that theretofore shall not have
		been signed by the Company and delivered to the Trustee; and, upon the order of
		such successor Person instead of the Company and subject to all the terms,
		conditions and limitations in this Indenture prescribed, the Trustee shall
		authenticate and shall deliver any Securities that previously shall have been
		signed and delivered by the officers of the Company to the Trustee for
		authentication, and any Securities that such successor Person thereafter shall
		cause to be executed and delivered to the Trustee on its behalf. All the
		Securities so issued shall in all respects have the same legal rank and benefit
		under this Indenture as the Securities theretofore or thereafter issued in
		accordance with the terms of this Indenture.
	 

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

	 
		ARTICLE IX
	 

	 
		 
	 

	 
		SUPPLEMENTAL
		INDENTURES
	 

	 
		SECTION 9.1. Supplemental Indentures without Consent of
		Holders.
	 

	 
		Without the consent of any Holders, the
		Company when authorized by a Board Resolution, and the Trustee, at any time and
		from time to time, may enter into one or more 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		48
	 

	 
		 
	 



	 
	 

	 

	 
		indentures supplemental hereto, in form
		reasonably satisfactory to the Trustee, for any of the following
		purposes:
	 

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

	 
		(b) to evidence and provide for the
		acceptance of appointment hereunder by a successor trustee; or
	 

	 
		(c) to cure any ambiguity, to correct or
		supplement any provision herein that may be defective or inconsistent with any
		other provision herein, or to make or amend any other provisions with respect
		to matters or questions arising under this Indenture, which shall not be
		inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (c) shall not
		adversely affect in any material respect the interests of any Holders;
		or
	 

	 
		(d) to comply with the rules and regulations
		of any securities exchange or automated quotation system on which any of the
		Securities may be listed, traded or quoted; or
	 

	 
		(e) to add to the covenants, restrictions or
		obligations of the Company to add to the Events of Default, provided, that
		such action pursuant to this clause (e) shall not adversely affect in any
		material respect the interests of any Holders; or
	 

	 
		(f) to modify, eliminate or add to any
		provisions of the Indenture or the Securities to such extent as shall be
		necessary to ensure that the Securities are treated as indebtedness of the
		Company for United States Federal income tax purposes, provided, that
		such action pursuant to this clause (f) shall not adversely affect in any
		material respect the interests of any Holders.
	 

	 
		SECTION 9.2. Supplemental Indentures with Consent of
		Holders.
	 

	 
		(a) Subject to Section 9.1, with the
		consent of the Holders of not less than a majority in aggregate principal
		amount of the Outstanding Securities, by Act of said Holders delivered to the
		Company and the Trustee, the Company when authorized by a Board Resolution, and
		the Trustee may enter into an indenture or indentures supplemental hereto for
		the purpose of adding any provisions to or changing in any manner or
		eliminating any of the provisions of this Indenture or of modifying in any
		manner the rights of the Holders of Securities under this Indenture;
		provided, that no such supplemental indenture shall, without the
		consent of the Holder of each Outstanding Security,
	 

	 
		(i) change the Stated Maturity of the
		principal or any premium of any Security or change the date of payment of any
		installment of interest (including any Additional Interest) on any Security, or
		reduce the principal amount thereof or the rate of interest thereon or any
		premium payable upon the redemption thereof or change the place of payment
		where, or the coin or currency in which, any Security or interest thereon is
		payable, or restrict or impair the right to institute suit for the enforcement
		of any such payment on or after such date, or
	 

	 
		(ii) reduce the percentage in aggregate
		principal amount of the Outstanding Securities, the consent of whose Holders is
		required for any such supplemental indenture, or the consent of whose Holders
		is required for any waiver of compliance with any 
	 

	 
		 
	 

	 
		 
	 

	 
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		provision of this Indenture or of defaults
		hereunder and their consequences provided for in this Indenture, or
	 

	 
		(iii) modify any of the provisions of this
		Section 9.2, Section
		5.13 or Section 10.7,
		except to increase any percentage in aggregate principal amount of the
		Outstanding Securities, the consent of whose Holders is required for any
		reason, or to provide that certain other provisions of this Indenture cannot be
		modified or waived without the consent of the Holder of each Security;
	 

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

	 
		SECTION 9.3. Execution of Supplemental Indentures.
	 

	 
		In executing or accepting the additional
		trusts created by any supplemental indenture permitted by this Article IX or
		the modifications thereby of the trusts created by this Indenture, the Trustee
		shall be entitled to receive, and shall be fully protected in conclusively
		relying upon, an Officers’ Certificate and an Opinion of Counsel stating
		that the execution of such supplemental indenture is authorized or permitted by
		this Indenture, and that all conditions precedent herein provided for relating
		to such action have been complied with. The Trustee may, but shall not be
		obligated to, enter into any such supplemental indenture that affects the
		Trustee’s own rights, duties, indemnities or immunities under this
		Indenture or otherwise. Copies of the final form of each supplemental indenture
		shall be delivered by the Trustee at the expense of the Company to each Holder,
		promptly after the execution thereof.
	 

	 
		SECTION 9.4. Effect of Supplemental Indentures.
	 

	 
		Upon the execution of any supplemental
		indenture under this Article
		IX, this Indenture shall be modified in
		accordance therewith, and such supplemental indenture shall form a part of this
		Indenture for all purposes; and every Holder of Securities theretofore or
		thereafter authenticated and delivered hereunder shall be bound thereby.
	 

	 
		SECTION 9.5. Reference in Securities to Supplemental
		Indentures.
	 

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

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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		ARTICLE X
	 

	 
		 
	 

	 
		COVENANTS
	 

	 
		SECTION 10.1. Payment of Principal, Premium, if any, and
		Interest.
	 

	 
		The Company covenants and agrees for the
		benefit of the Holders of the Securities that it will duly and punctually pay
		the principal of and any premium and interest (including any Additional
		Interest) on the Securities in accordance with the terms of the Securities and
		this Indenture.
	 

	 
		SECTION 10.2. Money for Security Payments to be Held in
		Trust.
	 

	 
		(a) If the Company shall at any time act as
		its own Paying Agent with respect to the Securities, it will, on or before each
		due date of the principal of and any premium or interest (including any
		Additional Interest) on the Securities, segregate and hold in trust for the
		benefit of the Persons entitled thereto a sum sufficient to pay the principal
		and any premium or interest (including Additional Interest) so becoming due
		until such sums shall be paid to such Persons or otherwise disposed of as
		herein provided, and will promptly notify the Trustee in writing of its failure
		so to act.
	 

	 
		(b) Whenever the Company shall have one or
		more Paying Agents, it will, prior to 10:00 a.m., New York City time, on each
		due date of the principal of or any premium or interest (including any
		Additional Interest) on any Securities, deposit with a Paying Agent a sum
		sufficient to pay such amount, such sum to be held as provided in the Trust
		Indenture Act and (unless such Paying Agent is the Trustee) the Company will
		promptly notify the Trustee of its failure so to act.
	 

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

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

	 
		(e) Any money deposited with the Trustee or
		any Paying Agent, or then held by the Company in trust for the payment of the
		principal of and any premium or interest (including any Additional Interest) on
		any Security and remaining unclaimed for two years after such principal and any
		premium or interest has become due and payable shall (unless otherwise required
		by 
	 

	 
		 
	 

	 
		 
	 

	 
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		mandatory provision of applicable escheat or
		abandoned or unclaimed property law) be paid on Company Request to the Company,
		or (if then held by the Company) shall (unless otherwise required by mandatory
		provision of applicable escheat or abandoned or unclaimed property law) be
		discharged from such trust; and the Holder of such Security shall thereafter,
		as an unsecured general creditor, look only to the Company for payment thereof,
		and all liability of the Trustee or such Paying Agent with respect to such
		trust money, and all liability of the Company as trustee thereof, shall
		thereupon cease; provided,
		that the Trustee or such Paying Agent,
		before being required to make any such repayment, may at the expense of the
		Company cause to be published once, in a newspaper published in the English
		language, customarily published on each Business Day and of general circulation
		in the Borough of Manhattan, The City of New York, notice that such money
		remains unclaimed and that, after a date specified therein, which shall not be
		less than thirty (30) days from the date of such publication, any unclaimed
		balance of such money then remaining will be repaid to the Company.
	 

	 
		SECTION 10.3. Statement as to Compliance.
	 

	 
		The Company shall deliver to the Trustee,
		within one hundred and twenty (120) days after the end of each fiscal year of
		the Company ending after the date hereof, an Officers’ Certificate
		covering the preceding calendar year, stating whether or not to the knowledge
		of the signers thereof the Company is in default in the performance or
		observance of any of the terms, provisions and conditions of this Indenture
		(without regard to any period of grace or requirement of notice provided
		hereunder), and if the Company shall be in default, specifying all such
		defaults and the nature and status thereof of which they may have knowledge.
		
	 

	 
		SECTION 10.4. Calculation
		Agent.
	 

	 
		(a) The Company hereby agrees that for so
		long as any of the Securities remain Outstanding, there will at all times be an
		agent appointed to calculate EURIBOR in respect of each Interest Payment Date
		in accordance with the terms of Schedule
		A (the “Calculation
		Agent”). The Company has initially appointed the Trustee as
		Calculation Agent for purposes of determining EURIBOR for each Interest Payment
		Date. The Calculation Agent may be removed by the Company at any time. If the
		Calculation Agent is unable or unwilling to act as such or is removed by the
		Company, the Company will promptly appoint as a replacement Calculation Agent
		the London office of a leading bank which is engaged in transactions in
		Eurodollar deposits in the international Eurodollar market and which does not
		control or is not controlled by or under common control with the Company or its
		Affiliates. The Calculation Agent may not resign its duties without a successor
		having been duly appointed.
	 

	 
		(b) The Calculation Agent shall be required
		to agree that, as soon as possible after 11:00 a.m. (London time) on each
		EURIBOR Determination Date (as defined in Schedule A), but
		in no event later than 11:00 a.m. (London time) on the Business Day immediately
		following each EURIBOR Determination Date, the Calculation Agent will calculate
		the interest rate (the Interest Payment shall be rounded to the nearest cent,
		with half a cent being rounded upwards) for the related Interest Payment Date,
		and will communicate such rate and amount to the Company, the Trustee, each
		Paying Agent and the Depositary. The Calculation Agent will also specify to the
		Company the quotations upon which the foregoing rates and amounts are based
		and, in any event, the Calculation Agent shall notify the Company before 5:00
		p.m. (London time) on each EURIBOR Determination Date that either: (i) it
		has determined or is in the 
	 

	 
		 
	 

	 
		 
	 

	 
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		process of determining the foregoing rates
		and amounts or (ii) it has not determined and is not in the process of
		determining the foregoing rates and amounts, together with its reasons
		therefor. The Calculation Agent’s determination of the foregoing rates and
		amounts for any Interest Payment Date will (in the absence of manifest error)
		be final and binding upon all parties. For the sole purpose of calculating the
		interest rate for the Securities, “Business Day” shall be defined as
		any day on which dealings in deposits in Euros are transacted in the London
		interbank market.
	 

	 
		SECTION 10.5. Reserved.
	 

	 
		SECTION 10.6. Additional Covenants.
	 

	 
		(a) The Company covenants and agrees with
		each Holder of Securities that if an Event of Default shall have occurred and
		be continuing, it shall not (i) declare or pay any dividends or distributions
		on, or redeem, purchase, acquire or make a liquidation payment with respect to,
		any of the Company’s Equity Interests, (ii) vote in favor of or permit or
		otherwise allow any of its Subsidiaries to declare or pay any dividends or
		distributions on, or redeem, purchase, acquire or make a liquidation payment
		with respect to or otherwise retire, any shares of any such Subsidiary’s
		preferred stock or other Equity Interests entitling the holders thereof to a
		stated rate of return (for the avoidance of doubt, whether such preferred stock
		or other Equity Interests are perpetual or otherwise), or (iii) make any
		payment of principal of or any interest or premium, if any, on or repay,
		repurchase or redeem any debt securities of the Company that rank
		pari passu in all respects with or junior in interest to the
		Securities (other than (A) repurchases, redemptions or other acquisitions of
		Equity Interests of the Company in connection with any employment contract,
		benefit plan or other similar arrangement with or for the benefit of any one or
		more employees, officers, directors or consultants, in connection with a
		dividend reinvestment or stockholder stock purchase or similar plan with
		respect to any Equity Interests or in connection with the issuance of Equity
		Interests of the Company (or securities convertible into or exercisable for
		such Equity Interests) as consideration in an acquisition transaction entered
		into prior to the Event of Default, (B) as a result of an exchange or
		conversion of any class or series of the Company’s Equity Interests (or
		any Equity Interests of a Subsidiary of the Company) for any class or series of
		the Company’s Equity Interests or of any class or series of the
		Company’s indebtedness for any class or series of the Company’s
		Equity Interests, (C) the purchase of fractional interests in Equity Interests
		of the Company pursuant to the conversion or exchange provisions of such Equity
		Interests or the security being converted or exchanged, (D) any declaration of
		a dividend in connection with any Rights Plan, the issuance of rights, Equity
		Interests or other property under any Rights Plan or the redemption or
		repurchase of rights pursuant thereto or (E) any dividend in the form of Equity
		Interests, warrants, options or other rights where the dividend Equity
		Interests or the Equity Interests issuable upon exercise of such warrants,
		options or other rights is the same Equity Interests as that on which the
		dividend is being paid or ranks pari
		passu with or junior to such Equity
		Interests).
	 

	 
		SECTION 10.7. Waiver of Covenants.
	 

	 
		The Company may omit in any particular
		instance to comply with any covenant or condition contained in Section 10.6 if,
		before or after the time for such compliance, the Holders of at least a
		majority in aggregate principal amount of the Outstanding Securities shall, by
		Act of such Holders, either waive such compliance in such instance or generally
		waive compliance with 
	 

	 
		 
	 

	 
		 
	 

	 
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		such covenant or condition, but no such
		waiver shall extend to or affect such covenant or condition except to the
		extent so expressly waived, and, until such waiver shall become effective, the
		obligations of the Company in respect of any such covenant or condition shall
		remain in full force and effect.
	 

	 
		SECTION 10.8. Treatment of Securities.
	 

	 
		The Company will treat the Securities as
		indebtedness, and the amounts, other than payments of principal, payable in
		respect of the principal amount of such Securities as interest, for all U.S.
		federal income tax purposes. Subject to Section 3.11(b), all payments in
		respect of the Securities will be made free and clear of U.S. withholding tax
		to any beneficial owner thereof that has provided an Internal Revenue Service
		Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S.
		or non-U.S. status for U.S. federal income tax purposes, or any other
		applicable form establishing a complete exemption from U.S. withholding
		tax.
	 

	 
		SECTION 10.9. Financial
		Covenants.
	 

	 
		(a) DSCR at the end of each fiscal quarter
		shall not be less than 1.20:1.0.
	 

	 
		(b) The Company covenants and agrees with
		each Holder of Securities that the Company will not, until such time as the
		Company has sold equity securities of the Company, in one or more transactions
		occurring after the date hereof, resulting in gross proceeds to the Company
		equal to at least €50,000,000 in the aggregate, offer, sell, contract to
		sell, grant any option to purchase or otherwise dispose of, directly or
		indirectly, (i) any Securities or other unsecured debt securities substantially
		similar to the Securities (“Substantially Similar
		Securities”), or (ii) any securities convertible into, or exercisable
		or exchangeable for, the Securities or any Substantially Similar
		Securities.
	 

	 
		ARTICLE XI
	 

	 
		 
	 

	 
		REDEMPTION
		OF
		SECURITIES
	 

	 
		SECTION 11.1. Optional Redemption.
	 

	 
		The Company may, at its option, on any
		Interest Payment Date, on or after April 30, 2012, redeem the Securities in
		whole at any time or in part from time to time, at a Redemption Price equal to
		one hundred percent (100%) of the principal amount thereof (or of the redeemed
		portion thereof, as applicable), together, in the case of any such redemption,
		with accrued and unpaid interest, including any Additional Interest, through
		but excluding the date fixed as the Redemption Date (the “Optional
		Redemption Price”).
	 

	 
		SECTION 11.2. Special Event Redemption.
	 

	 
		Prior to April 30, 2012, upon the occurrence
		and during the continuation of a Special Event, the Company may, at its option,
		redeem the Securities, in whole but not in part, at a Redemption Price equal to
		one hundred seven and one half percent (107.5%) of the principal amount
		thereof, together, in the case of any such redemption, with accrued interest,
		including any Additional Interest, through but excluding the date fixed as the
		Redemption Date (the “Special Redemption Price”).
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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		SECTION 11.3. Election to Redeem; Notice to Trustee.
	 

	 
		The election of the Company to redeem any
		Securities, in whole or in part, shall be evidenced by or pursuant to a Board
		Resolution. In case of any redemption at the election of the Company, the
		Company shall, not less than forty-five (45) days and not more than
		seventy-five (75) days prior to the Redemption Date (unless a shorter notice
		shall be satisfactory to the Trustee), notify the Trustee in writing of such
		date and of the principal amount of the Securities to be redeemed and provide
		the additional information required to be included in the notice or notices
		contemplated by Section
		11.5. In the case of any redemption of
		Securities, in whole or in part, (a) prior to the expiration of any restriction
		on such redemption provided in this Indenture or the Securities or (b) pursuant
		to an election of the Company which is subject to a condition specified in this
		Indenture or the Securities, the Company shall furnish the Trustee with an
		Officers’ Certificate and an Opinion of Counsel evidencing compliance with
		such restriction or condition.
	 

	 
		SECTION 11.4. Selection of Securities to be Redeemed.
	 

	 
		(a) If less than all the Securities are to
		be redeemed, the particular Securities to be redeemed shall be selected and
		redeemed on a pro rata basis not more than sixty (60) days prior to the
		Redemption Date by the Trustee from the Outstanding Securities not previously
		called for redemption, provided, that
		the unredeemed portion of the principal amount of any Security shall be in an
		authorized denomination (which shall not be less than the minimum authorized
		denomination) for such Security.
	 

	 
		(b) The Trustee shall promptly notify the
		Company in writing of the Securities selected for redemption and, in the case
		of any Securities selected for partial redemption, the principal amount thereof
		to be redeemed. For all purposes of this Indenture, unless the context
		otherwise requires, all provisions relating to the redemption of Securities
		shall relate, in the case of any Security redeemed or to be redeemed only in
		part, to the portion of the principal amount of such Security that has been or
		is to be redeemed.
	 

	 
		(c) The provisions of paragraphs (a) and (b)
		of this Section 11.4 shall not apply with respect to any redemption
		affecting only a single Security, whether such Security is to be redeemed in
		whole or in part. In the case of any such redemption in part, the unredeemed
		portion of the principal amount of the Security shall be in an authorized
		denomination (which shall not be less than the minimum authorized denomination)
		for such Security.
	 

	 
		SECTION 11.5. Notice of Redemption.
	 

	 
		(a) Notice of redemption shall be given not
		later than the thirtieth (30th) day, and not earlier than the
		sixtieth (60th) day, prior to the Redemption Date to each Holder of
		Securities to be redeemed, in whole or in part (unless a shorter notice shall
		be satisfactory to the Trustee).
	 

	 
		(b) With respect to Securities to be
		redeemed, in whole or in part, each notice of redemption shall state:
	 

	 
		(i) the Redemption Date;
	 

	 
		 
	 

	 
		 
	 

	 
		55
	 

	 
		 
	 



	 
	 

	 

	 
		(ii) the Redemption Price or, if the
		Redemption Price cannot be calculated prior to the time the notice is required
		to be sent, the estimate of the Redemption Price, as calculated by the Company,
		together with a statement that it is an estimate and that the actual Redemption
		Price will be calculated on the fifth Business Day prior to the Redemption Date
		(and if an estimate is provided, a further notice shall be sent of the actual
		Redemption Price on the date that such Redemption Price is calculated);
	 

	 
		(iii) if less than all Outstanding
		Securities are to be redeemed, the identification (and, in the case of partial
		redemption, the respective principal amounts) of the amount of and particular
		Securities to be redeemed;
	 

	 
		(iv) that on the Redemption Date, the
		Redemption Price will become due and payable upon each such Security or portion
		thereof, and that any interest (including any Additional Interest) on such
		Security or such portion, as the case may be, shall cease to accrue on and
		after said date; and
	 

	 
		(v) the place or places where such
		Securities are to be surrendered for payment of the Redemption Price.
	 

	 
		(c) Notice of redemption of Securities to be
		redeemed, in whole or in part, at the election of the Company shall be given by
		the Company or, at the Company’s request, by the Trustee in the name and
		at the expense of the Company and shall be irrevocable. The notice if mailed in
		the manner provided above shall be conclusively presumed to have been duly
		given, whether or not the Holder receives such notice. In any case, a failure
		to give such notice by mail or any defect in the notice to the Holder of any
		Security designated for redemption as a whole or in part shall not affect the
		validity of the proceedings for the redemption of any other Security.
	 

	 
		SECTION 11.6. Deposit of Redemption Price.
	 

	 
		Prior to 10:00 a.m., New York City time, on
		the Redemption Date specified in the notice of redemption given as provided in
		Section 11.5, the Company will deposit with the Trustee or with one
		or more Paying Agents (or if the Company is acting as its own Paying Agent, the
		Company will segregate and hold in trust as provided in Section 10.2) an
		amount of money sufficient to pay the Redemption Price of, and any accrued
		interest (including any Additional Interest) on, all the Securities (or
		portions thereof) that are to be redeemed on that date.
	 

	 
		SECTION 11.7. Payment of Securities Called for
		Redemption.
	 

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

	 
		(b) Upon presentation of any Security
		redeemed in part only, the Company shall execute and the Trustee upon receipt
		of a Company Order shall authenticate and deliver to the
	 

	 
		 
	 

	 
		 
	 

	 
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		Holder thereof, at the expense of the
		Company, a new Security or Securities, of authorized denominations, in
		aggregate principal amount equal to the unredeemed portion of the Security so
		presented and having the same Original Issue Date, Stated Maturity and
		terms.
	 

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

	 
		ARTICLE XII
	 

	 
		 
	 

	 
		SUBORDINATION
		OF
		SECURITIES
	 

	 
		SECTION 12.1. Securities Subordinate to Senior Debt.
	 

	 
		The Company covenants and agrees, and each
		Holder of a Security, by its acceptance thereof, likewise covenants and agrees,
		that, to the extent and in the manner hereinafter set forth in this
		Article XII, the payment of the principal of and any premium and
		interest (including any Additional Interest) on each and all of the Securities
		are hereby expressly made subordinate and subject in right of payment to the
		prior payment in full of all Senior Debt.
	 

	 
		SECTION 12.2. No Payment When Senior Debt in Default; Payment Over of
		Proceeds Upon Dissolution, Etc.
	 

	 
		(a) In the event and during the continuation
		of any default by the Company in the payment of any principal of or any premium
		or interest on any Senior Debt (following any grace period, if applicable) when
		the same becomes due and payable, whether at maturity or at a date fixed for
		prepayment or by declaration of acceleration or otherwise, then, upon written
		notice of such default to the Company by the holders of such Senior Debt or any
		trustee therefor, unless and until such default shall have been cured or waived
		or shall have ceased to exist, no direct or indirect payment (in cash,
		property, securities, by set-off or otherwise) shall be made or agreed to be
		made on account of the principal of or any premium or interest (including any
		Additional Interest) on any of the Securities, or in respect of any redemption,
		repayment, retirement, purchase or other acquisition of any of the
		Securities.
	 

	 
		(b) In the event of a bankruptcy, insolvency
		or other proceeding described in clause (d) or (e) of the definition of Event
		of Default (each such event, if any, herein sometimes referred to as a
		“Proceeding”), all Senior Debt (including any interest thereon
		accruing after the commencement of any such proceedings) shall first be paid in
		full before any payment or distribution, whether in cash, securities or other
		property, shall be made to any Holder of any of the Securities on account
		thereof. Any payment or distribution, whether in cash, securities or other
		property (other than securities of the Company or any other entity provided for
		by a plan of reorganization or readjustment the payment of which is
		subordinate, at least to the extent provided in these subordination provisions
		with respect to the indebtedness evidenced by the Securities, to the payment of
		all Senior Debt at the time outstanding and to any securities issued in respect
		thereof under any such plan of reorganization or readjustment), which would
		otherwise (but for these subordination provisions) be payable or deliverable in
		respect of the Securities shall be paid or delivered directly to the holders of
		Senior Debt in accordance with the priorities
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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		then existing among such holders until all
		Senior Debt (including any interest thereon accruing after the commencement of
		any Proceeding) shall have been paid in full.
	 

	 
		(c) In the event of any Proceeding, after
		payment in full of all sums owing with respect to Senior Debt, the Holders of
		the Securities, together with the holders of any obligations of the Company
		ranking on a parity with the Securities, shall be entitled to be paid from the
		remaining assets of the Company the amounts at the time due and owing on
		account of unpaid principal of and any premium and interest (including any
		Additional Interest) on the Securities and such other obligations before any
		payment or other distribution, whether in cash, property or otherwise, shall be
		made on account of any Equity Interests or any obligations of the Company
		ranking junior to the Securities and such other obligations. If,
		notwithstanding the foregoing, any payment or distribution of any character on
		any security, whether in cash, securities or other property (other than
		securities of the Company or any other entity provided for by a plan of
		reorganization or readjustment the payment of which is subordinate, at least to
		the extent provided in these subordination provisions with respect to the
		indebtedness evidenced by the Securities, to the payment of all Senior Debt at
		the time outstanding and to any securities issued in respect thereof under any
		such plan of reorganization or readjustment) shall be received by the Trustee
		or any Holder in contravention of any of the terms hereof and before all Senior
		Debt shall have been paid in full, such payment or distribution or security
		shall be received in trust for the benefit of, and shall be paid over or
		delivered and transferred to, the holders of the Senior Debt at the time
		outstanding in accordance with the priorities then existing among such holders
		for application to the payment of all Senior Debt remaining unpaid, to the
		extent necessary to pay all such Senior Debt (including any interest thereon
		accruing after the commencement of any Proceeding) in full. In the event of the
		failure of the Trustee or any Holder to endorse or assign any such payment,
		distribution or security, each holder of Senior Debt is hereby irrevocably
		authorized to endorse or assign the same.
	 

	 
		(d) The Trustee and the Holders, at the
		expense of the Company shall take such reasonable action (including the
		delivery of this Indenture to an agent for any holders of Senior Debt or
		consent to the filing of a financing statement with respect hereto) as may, in
		the opinion of counsel designated by the holders of a majority in principal
		amount of the Senior Debt at the time outstanding, be necessary or appropriate
		to assure the effectiveness of the subordination effected by these
		provisions.
	 

	 
		(e) The provisions of this Section 12.2
		shall not impair any rights, interests, remedies or powers of any secured
		creditor of the Company in respect of any security interest the creation of
		which is not prohibited by the provisions of this Indenture.
	 

	 
		(f) The securing of any obligations of the
		Company, otherwise ranking on a parity with the Securities or ranking junior to
		the Securities, shall not be deemed to prevent such obligations from
		constituting, respectively, obligations ranking on a parity with the Securities
		or ranking junior to the Securities.
	 

	 
		SECTION 12.3. Payment Permitted If No Default.
	 

	 
		Nothing contained in this Article XII or
		elsewhere in this Indenture or in any of the Securities shall prevent (a) the
		Company, at any time, except during the pendency of the conditions described in
		paragraph (a) of Section
		12.2 or of any Proceeding referred to
		in Section
	 

	 
		 
	 

	 
		 
	 

	 
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		12.2, from making payments at any time of principal of and
		any premium or interest (including any Additional Interest) on the Securities
		or (b) the application by the Trustee of any moneys deposited with it hereunder
		to the payment of or on account of the principal of and any premium or interest
		(including any Additional Interest) on the Securities or the retention of such
		payment by the Holders, if, at the time of such application by the Trustee, it
		did not have knowledge (in accordance with Section 12.8)
		that such payment would have been prohibited by the provisions of this
		Article XII, except as provided in Section 12.8.
	 

	 
		SECTION 12.4. Subrogation to Rights of Holders of Senior
		Debt.
	 

	 
		Subject to the payment in full of all
		amounts due or to become due on all Senior Debt, or the provision for such
		payment in cash or cash equivalents or otherwise in a manner satisfactory to
		the holders of Senior Debt, the Holders of the Securities shall be subrogated
		to the extent of the payments or distributions made to the holders of such
		Senior Debt pursuant to the provisions of this Article XII
		(equally and ratably with the holders of all indebtedness of the Company, that
		by its express terms is subordinated to Senior Debt of the Company to
		substantially the same extent as the Securities are subordinated to the Senior
		Debt and is entitled to like rights of subrogation by reason of any payments or
		distributions made to holders of such Senior Debt) to the rights of the holders
		of such Senior Debt to receive payments and distributions of cash, property and
		securities applicable to the Senior Debt until the principal of and any premium
		and interest (including any Additional Interest) on the Securities shall be
		paid in full. For purposes of such subrogation, no payments or distributions to
		the holders of the Senior Debt of any cash, property or securities to which the
		Holders of the Securities or the Trustee would be entitled except for the
		provisions of this Article
		XII, and no payments made pursuant to
		the provisions of this Article
		XII to the holders of Senior Debt by
		Holders of the Securities or the Trustee, shall, as among the Company,
		creditors other than holders of Senior Debt, and the Holders of the Securities,
		be deemed to be a payment or distribution by the Company, to or on account of
		the Senior Debt.
	 

	 
		SECTION 12.5. Provisions Solely to Define Relative
		Rights.
	 

	 
		The provisions of this Article XII are
		and are intended solely for the purpose of defining the relative rights of the
		Holders of the Securities on the one hand and the holders of Senior Debt on the
		other hand. Nothing contained in this Article XII or
		elsewhere in this Indenture or in the Securities is intended to or shall (a)
		impair, as between the Company and the Holders of the Securities, the
		obligations of the Company which are absolute and unconditional, to pay to the
		Holders of the Securities the principal of and any premium and interest
		(including any Additional Interest) on the Securities as and when the same
		shall become due and payable in accordance with their terms, (b) affect the
		relative rights against the Company of the Holders of the Securities and
		creditors of the Company, other than their rights in relation to the holders of
		Senior Debt or (c) prevent the Trustee or the Holder of any Security from
		exercising all remedies otherwise permitted by applicable law upon default
		under this Indenture, including filing and voting claims in any Proceeding,
		subject to the rights, if any, under this Article XII of
		the holders of Senior Debt to receive cash, property and securities otherwise
		payable or deliverable to the Trustee or such Holder.
	 

	 
		 
	 

	 
		 
	 

	 
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		SECTION 12.6. Trustee to Effectuate Subordination.
	 

	 
		Each Holder of a Security by his or her
		acceptance thereof authorizes and directs the Trustee on his or her behalf to
		take such action as may be necessary or appropriate to acknowledge or
		effectuate the subordination provided in this Article XII and
		appoints the Trustee his or her attorney-in-fact for any and all such
		purposes.
	 

	 
		SECTION 12.7. No Waiver of Subordination Provisions.
	 

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

	 
		(b) Without in any way limiting the
		generality of paragraph (a) of this Section 12.7,
		the holders of Senior Debt may, at any time and from to time, without the
		consent of or notice to the Trustee or the Holders of the Securities, without
		incurring responsibility to such Holders of the Securities and without
		impairing or releasing the subordination provided in this Article
		XII or the obligations hereunder of
		such Holders of the Securities to the holders of Senior Debt, do any one or
		more of the following: (i) change the manner, place or terms of payment or
		extend the time of payment of, or renew or alter, Senior Debt, or otherwise
		amend or supplement in any manner Senior Debt or any instrument evidencing the
		same or any agreement under which Senior Debt is outstanding, (ii) sell,
		exchange, release or otherwise deal with any property pledged, mortgaged or
		otherwise securing Senior Debt, (iii) release any Person liable in any manner
		for the payment of Senior Debt and (iv) exercise or refrain from exercising any
		rights against the Company and any other Person.
	 

	 
		SECTION 12.8. Notice to Trustee.
	 

	 
		(a) The Company shall give prompt written
		notice to a Responsible Officer of the Trustee of any fact known to the Company
		that would prohibit the making of any payment to or by the Trustee in respect
		of the Securities. Notwithstanding the provisions of this Article
		XII or any other provision of this
		Indenture, the Trustee shall not be charged with knowledge of the existence of
		any facts that would prohibit the making of any payment to or by the Trustee in
		respect of the Securities, unless and until a Responsible Officer of the
		Trustee shall have received written notice thereof from the Company or a holder
		of Senior Debt or from any trustee, agent or representative therefor;
		provided,
		that if the Trustee shall not have
		received the notice provided for in this Section 12.8 at
		least two Business Days prior to the date upon which by the terms hereof any
		monies may become payable for any purpose (including, the payment of the
		principal of and any premium on or interest (including any Additional Interest)
		on any Security), then, anything herein contained to the contrary
		notwithstanding, the Trustee shall have full power and authority to receive
		such monies 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 such date.
	 

	 
		 
	 

	 
		 
	 

	 
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		(b) The Trustee shall be entitled to rely on
		the delivery to it of a written notice by a Person representing himself or
		herself to be a holder of Senior Debt (or a trustee, agent, representative or
		attorney-in-fact therefor) to establish that such notice has been given by a
		holder of Senior Debt (or a trustee, agent, representative or attorney-in-fact
		therefor). In the event that the Trustee determines in good faith that further
		evidence is required with respect to the right of any Person as a holder of
		Senior Debt to participate in any payment or distribution pursuant to this
		Article XII, the Trustee may request such Person to furnish
		evidence to the reasonable satisfaction of the Trustee as to the amount of
		Senior Debt held by such Person, the extent to which such Person is entitled to
		participate in such payment or distribution and any other facts pertinent to
		the rights of such Person under this Article XII, and
		if such evidence is not furnished, the Trustee may defer any payment to such
		Person pending judicial determination as to the right of such Person to receive
		such payment.
	 

	 
		SECTION 12.9. Reliance on Judicial Order or Certificate of Liquidating
		Agent.
	 

	 
		Upon any payment or distribution of assets
		of the Company referred to in this Article XII, the
		Trustee and the Holders of the Securities shall be entitled to conclusively
		rely upon any order or decree entered by any court of competent jurisdiction in
		which such Proceeding is pending, or a certificate of the trustee in
		bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
		of creditors, agent or other Person making such payment or distribution,
		delivered to the Trustee or to the Holders of Securities, for the purpose of
		ascertaining the Persons entitled to participate in such payment or
		distribution, the holders of the Senior Debt and other indebtedness of the
		Company, the amount thereof or payable thereon, the amount or amounts paid or
		distributed thereon and all other facts pertinent thereto or to this
		Article XII.
	 

	 
		SECTION 12.10. Trustee Not Fiduciary for Holders of Senior
		Debt.
	 

	 
		The Trustee, in its capacity as trustee
		under this Indenture, shall not be deemed to owe any fiduciary duty to the
		holders of Senior Debt and shall not be liable to any such holders if it shall
		in good faith mistakenly pay over or distribute to Holders of Securities or to
		the Company or to any other Person cash, property or securities to which any
		holders of Senior Debt shall be entitled by virtue of this Article XII or
		otherwise.
	 

	 
		SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation
		of Trustee’s Rights.
	 

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

	 
		SECTION 12.12. Article Applicable to Paying Agents.
	 

	 
		If at any time any Paying Agent other than
		the Trustee shall have been appointed by the Company and be then acting
		hereunder, the term “Trustee” as used in this Article XII
		shall in such case (unless the context otherwise requires) be construed as
		extending to and including such Paying Agent within its meaning as fully for
		all intents and purposes as if such Paying Agent were named in this
		Article XII in addition to or in place of the Trustee; provided,
		that 
	 

	 
		 
	 

	 
		 
	 

	 
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		Sections 12.8 and 12.11 shall not apply
		to the Company or any Affiliate of the Company if the Company or such Affiliate
		acts as Paying Agent.
	 

	 
		* * * *
	 

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

	 
		* * * *
	 

	 
		 
	 

	 
		 
	 

	 
		62
	 

	 
		 
	 



	 
	 

	 

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  ANTHRACITE CAPITAL,
				  INC.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Richard M. Shea
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Richard M. Shea
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: President and Chief Operating
				  Officer
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  WELLS FARGO BANK,
				  N.A.,

				  as Trustee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Ann Roberts Dukart
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Ann Roberts Dukart

				  Title: Vice President
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		63
	 

	 
		 
	 



	 
	 

	 

	 
		Schedule A
	 

	 
		DETERMINATION OF EURIBOR
	 

	 
		With respect to the Securities, the Euro
		interbank offered rate (“EURIBOR”) shall be determined by the
		Calculation Agent in accordance with the following provisions (in each case
		rounded to the nearest .000001%):
	 

	 
		(1) On the second EURIBOR Business Day (as
		defined below) prior to an Interest Payment Date (except that, with respect to
		the first interest payment period, such date shall be April 11, 2007) (each
		such day, a “EURIBOR Determination Date”), EURIBOR for any
		given security shall for the following interest payment period equal the rate
		(expressed as a percentage per annum) for deposits in Euro, for a three (3)
		month period, that appears on Dow Jones Telerate (as defined in the
		International Swaps and Derivatives Association, Inc. 2000 Interest Rate and
		Currency Exchange Definitions) Page 248, or such other page as may replace such
		Page 248, as of 11:00 a.m. (London time) on such EURIBOR Determination Date, as
		reported by Bloomberg Financial Market Commodities News or any successor
		service. If such rate is superseded on Telerate Page 248 by a corrected rate
		before 12:00 noon (London time) on such EURIBOR Determination Date, the
		corrected rate as so substituted will be EURIBOR for such EURIBOR Determination
		Date.
	 

	 
		(2) If on any EURIBOR Determination Date
		such rate does not appear on Dow Jones Telerate Page 248 or such other page as
		may replace such Page 248, the Calculation Agent shall determine the arithmetic
		mean of the offered quotations (expressed as a percentage per annum) of the
		Reference Banks (as defined below) to leading banks in the Euro interbank
		market for deposits in Euro, for a three (3) month period, for an amount
		determined by the Calculation Agent (but not less than €1,000,000) by
		reference to requests for quotations as of approximately 11:00 A.M. (London
		time) on the EURIBOR Determination Date made by the Calculation Agent to the
		Reference Banks. If on any EURIBOR Determination Date at least two of the
		Reference Banks provide such quotations, EURIBOR shall equal such arithmetic
		mean of such quotations. If on any EURIBOR Determination Date only one or none
		of the Reference Banks provide such quotations, EURIBOR shall be deemed to be
		the arithmetic mean of the offered quotations (expressed as a percentage per
		annum) that two (2) leading banks in the Euro-Zone selected by the Calculation
		Agent are quoting on the relevant EURIBOR Determination Date for deposits in
		Euro, for a three (3) month period, for an amount determined by the Calculation
		Agent (but not less than €1,000,000); provided, that if the
		Calculation Agent is required but is unable to determine a rate in accordance
		with at least one of the procedures provided above, EURIBOR shall be EURIBOR as
		determined on the previous EURIBOR Determination Date.
	 

	 
		(3) As used herein: “EURIBOR
		Business Day” means a day (a) on which commercial banks are open for
		business (including dealings in foreign exchange and foreign currency deposits)
		in London and (b) that is a TARGET Settlement Day; “Euro-Zone”
		means the region comprised of the Participating Member States;
		“Reference Banks” means the principal Euro-Zone office of each
		of four major banks engaged in the Euro-Zone interbank market, such banks to be
		selected by the Calculation Agent; and “TARGET Settlement Day”
		means any day on which the Trans-European Automated Real-Time Gross Settlement
		Express Transfer (TARGET) System is open.
	 

	 
		 
	 

	 
		 
	 

	 
		Schedule A-1 
	 

	 
		 
	 

	 


	 
	 

	 

	 
		Form of Officer’s Financial
		Certificate
	 

	 
		[FOR FISCAL YEAR END: Attached hereto are
		the audited consolidated financial statements (including the balance sheet,
		income statement and statement of cash flows, and notes thereto, together with
		the report of the independent accountants thereon) of the Company and its
		consolidated subsidiaries for the three years ended [date], 20__.]
	 

	 
		[FOR FISCAL QUARTER END: Attached hereto are
		the unaudited consolidated and consolidating financial statements (including
		the balance sheet and income statement) of the Company and its consolidated
		subsidiaries for the fiscal quarter ended [date], 20__.]
	 

	 
		The financial statements fairly present in
		all material respects, in accordance with U.S. generally accepted accounting
		principles (“GAAP”), the financial position of the Company and its
		consolidated subsidiaries, as applicable, and the results of operations and
		changes in financial condition as of the date, and for the [quarter] [annual]
		period ended [date], 20__, and such financial statements have been prepared in
		accordance with GAAP consistently applied throughout the period involved
		(expect as otherwise noted therein).
	 

	 
		IN WITNESS WHEREOF, the undersigned has
		executed this Officer’s Financial Certificate as of this _____ day of
		_____________, 20__
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  By:
				

			 
	
				
				   
				

			 	
				
				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  [Company]
 [Address]
 [Telephone Number]