EXHIBIT 4.5


 


[FORM
OF SENIOR GUARANTEED INDENTURE]


 


 




 





 


CREDIT
SUISSE GROUP FINANCE (LUXEMBOURG) S.A.


 


as
the Company,


 


CREDIT
SUISSE GROUP


 


as
the Guarantor


 


and


 


JPMORGAN
CHASE BANK, N.A.


 


as
Trustee


 


SENIOR
INDENTURE


 


Dated
as of                


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  1

  	
   

  
	
  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.02.

  	
  Other Definitions

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 1.03.

  	
  Incorporation by Reference
  of Trust Indenture Act

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 1.04.

  	
  Rules of Construction

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2

  	
   

  
	
  THE
  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form and Dating

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Execution and
  Authentication

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Amount Unlimited; Issuable
  in Series

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Denomination and Date of
  Securities; Payments of Interest

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Registrar and Paying
  Agent; Agents Generally

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Paying Agent to Hold Money
  in Trust

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Transfer and Exchange

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
  Replacement Securities

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
  Outstanding Securities

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Temporary Securities

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  Cancellation

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
  CUSIP Numbers

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.13.

  	
  Defaulted Interest

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 2.14.

  	
  Series May Include
  Tranches

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 2.15.

  	
  Computation of Interest

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 2.16.

  	
  ERISA

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
   

  
	
  REDEMPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Applicability of Article

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Notice of Redemption;
  Partial Redemptions

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Payment of Securities
  Called for Redemption

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
  Exclusion of Certain
  Securities from Eligibility for Selection for Redemption

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
  Mandatory and Optional
  Sinking Funds

  	
  21

  



 


i

















 


	
  ARTICLE
  4

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Securities

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Maintenance of Office or
  Agency

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Certificate to Trustee

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
  Reports by the Company and
  the Guarantor

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.05.

  	
  Calculation of Original
  Issue Discount

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5

  	
   

  
	
  SUCCESSOR
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  When the Company May
  Merge, Etc.

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Successor Substituted

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
   

  
	
  THE
  GUARANTEE BY AND COVENANTS OF THE GUARANTOR

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Guarantee

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  When the Guarantor May
  Merge, Etc

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Successor Substituted

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  7

  	
   

  
	
  DEFAULT
  AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Events of Default

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Acceleration

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
  Other Remedies

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
  Waiver of Past Defaults

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 7.05.

  	
  Control by Majority

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 7.06.

  	
  Limitation on Suits

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 7.07.

  	
  Rights of Holder to
  Receive Payment

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.08.

  	
  Collection Suit by Trustee

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.09.

  	
  Trustee May File Proofs of
  Claim

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.10.

  	
  Application of Proceeds

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.11.

  	
  Restoration of Rights and
  Remedies

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.12.

  	
  Undertaking for Costs

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.13.

  	
  Rights and Remedies
  Cumulative

  	
  36

  



 


ii

















 


	
   

  	
   

  	
   

  
	
  Section 7.14.

  	
  Delay or Omission Not
  Waiver

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  8

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  General

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Certain Rights of Trustee

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Individual Rights of
  Trustee

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Trustee’s Disclaimer

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Notice of Default

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 8.06.

  	
  Reports by Trustee to
  Holders

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 8.07.

  	
  Compensation and Indemnity

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 8.08.

  	
  Replacement of Trustee

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 8.09.

  	
  Successor Trustee by
  Merger, Etc.

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 8.10.

  	
  Eligibility

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 8.11.

  	
  Money Held in Trust

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  9

  	
   

  
	
  DISCHARGE
  OF INDENTURE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Defeasance within One Year
  of Payment

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
  Defeasance

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
  Covenant Defeasance

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 9.04.

  	
  Application of Trust Money

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 9.05.

  	
  Repayment to Company and
  Guarantor

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  10

  	
   

  
	
  AMENDMENTS,
  SUPPLEMENTS AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Without Consent of Holders

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 10.02.

  	
  With Consent of Holders

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 10.03.

  	
  Revocation and Effect of
  Consent

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 10.04.

  	
  Notation on or Exchange of
  Securities

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 10.05.

  	
  Trustee to Sign
  Amendments, Etc.

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 10.06.

  	
  Conformity with Trust
  Indenture Act

  	
  48

  



 


iii

















 


	
  ARTICLE
  11

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Trust Indenture Act of
  1939

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 11.02.

  	
  Notices

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 11.03.

  	
  Certificate and Opinion as
  to Conditions Precedent

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 11.04.

  	
  Statements Required in
  Certificate or Opinion

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 11.05.

  	
  Evidence of Ownership

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 11.06.

  	
  Rules by Trustee, Paying
  Agent or Registrar

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.07.

  	
  Payment Date other than a
  Business Day

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.08.

  	
  Governing Law

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.09.

  	
  No Adverse Interpretation
  of Other Agreements

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.10.

  	
  Successors

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.11.

  	
  Duplicate Originals

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.12.

  	
  Separability

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 11.13.

  	
  Table of Contents,
  Headings, Etc.

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.14.

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

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 11.15.

  	
  Judgment Currency

  	
  52

  



 


iv

















 


SENIOR INDENTURE, dated as
of                   ,
20    , among Credit Suisse Group Finance (Luxembourg)
S.A., a corporation organized under the laws of Luxembourg, as the Company,
Credit Suisse Group, a company organized under the laws of Switzerland, as the
Guarantor, and JPMorgan Chase Bank, N.A., a national banking association, as
the Trustee.


 


RECITALS
OF THE COMPANY AND THE GUARANTOR


 


WHEREAS, the Company has
duly authorized the issue from time to time of its senior debentures, notes or
other evidences of indebtedness to be issued in one or more series (the
“Securities”) up to such principal amount or amounts as may from time to time
be authorized in accordance with the terms of this Indenture and to provide,
among other things, for the authentication, delivery and administration of the
Securities, the Company has duly authorized the execution and delivery of this
Indenture;


 


WHEREAS, all things
necessary to make this Indenture a valid indenture and agreement according to
its terms have been done and performed; and


 


WHEREAS, all acts and things
necessary to make the Guarantee of the Securities, as in this Indenture
provided, the valid, binding and legal obligation of the Guarantor, and to
constitute a valid Guarantee and agreement according to its terms, have been
done and performed, and the execution by the Guarantor of this Indenture has in
all respects been duly authorized;


 


NOW, THEREFORE:


 


In consideration of the
premises and the purchases of the Securities by the holders thereof, the
Company, the Guarantor and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities or of any and all series thereof and of the coupons, if any,
appertaining thereto as follows:


 


ARTICLE
1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.          Definitions.


 


“Agent” means any Registrar,
Paying Agent, transfer agent or Authenticating Agent.


 


“Authorized Newspaper” means
a newspaper (which, in the case of The City of New York, will, if practicable,
be The Wall Street Journal (Eastern Edition) and in the case of London, will,
if practicable, be the Financial Times (London Edition)) published in an
official language of the country of publication customarily published at least
once a day for at least five days in each calendar week and of general
circulation in The City of New York or London, as applicable. If it shall be
impractical in the opinion of the Trustee to make any publication of any notice
required hereby in an Authorized Newspaper, any publication or other notice in
lieu


 

















 


thereof which is made or
given with the approval of the Trustee shall constitute a sufficient
publication of such notice.


 


“Board Resolution” means one
or more resolutions of the board of directors of the Company, the Guarantor or
any authorized committee of the Company or the Guarantor, certified by the
secretary or an assistant secretary of the Company or the Guarantor, or by any
director of the Company, as the case may be, to have been duly adopted and to
be in full force and effect on the date of certification, and delivered to the
Trustee.


 


“Business Day” means, with
respect to any Security, a day that is not a day on which banking institutions
are authorized or required by law or regulation to close, in the city (or in
any of the cities, if more than one) unless otherwise specified, in which
amounts are payable, as specified in the form of such Security.


 


“Capital Stock” means, with
respect to any Person, any and all shares, interests, participations or other
equivalents (however designated, whether voting or non-voting) of such Person’s
capital stock or equity, including, without limitation, all Common Stock and
Preferred Stock.


 


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


 


“Common Stock” means, with
respect to any Person, any and all shares, interests, participations or other
equivalents (however designated, whether voting or non-voting) of such Person’s
common stock, whether now outstanding or issued after the date of this
Indenture, including, without limitation, all series and classes of such common
stock.


 


“Company” means the party
named as such in the first paragraph of this Indenture until a successor
replaces it pursuant to Article 5 of this Indenture and thereafter means the
successor.


 


“Corporate Trust Office”
means the office of the Trustee at which the corporate trust business of the
Trustee shall, at any particular time, be principally administered, which
office is, at the date of this Indenture, located at 4 New York Plaza, 15th
Floor, New York, New York 10004, Attention: Worldwide Securities Services.


 


“Default” means any event
that is, or after notice or passage of time or both would be, an Event of
Default as defined in Section 7.01.


 


“Depositary” means, with
respect to the Securities of any series issuable or issued in the form of one
or more Registered Global Securities, the Person designated as Depositary by
the Company pursuant to Section 2.03 until a successor Depositary shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Depositary” shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Registered Global Securities of that
series.


 


2

















 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


“Guarantee” means the
guarantee of the Guarantor as endorsed on each Security authenticated and
delivered pursuant to this Indenture and shall include the guarantee of the
Guarantor set forth in Section 6.01 of this Indenture and shall include all
other obligations and covenants of the Guarantor contained in this Indenture
and any Securities.


 


“Guarantor” means the party
named as such in the first paragraph of this Indenture until a successor
replaces it pursuant to Article 6 of this Indenture and thereafter means the
successor.


 


“Holder” or “Securityholder”
means the registered holder of any Security with respect to Registered
Securities and the bearer of any Unregistered Security or any coupon
appertaining thereto, as the case may be.


 


“Indenture” means this
Indenture as originally executed or as it may be amended or supplemented from
time to time by one or more indentures supplemental to this Indenture entered
into pursuant to the applicable provisions of this Indenture and shall include
the forms and terms of the Securities of each series established as contemplated
pursuant to Sections 2.01 and 2.03.


 


“Officer” means, with
respect to the Company, the president, any vice-president, the treasurer, any
deputy treasurer, any assistant treasurer, the secretary, any assistant
secretary or any director of the Company, and with respect to the Guarantor,
the Chairman or Co-Chairman or Vice Chairman of the Group Executive Board, the
Chief Executive Officer or Co-Chief Executive Officer, the Chief Financial
Officer, the Chief Risk Officer, the Group General Counsel, the Group Head of
Capital and Funding and the Group Head of Accounting/Reporting, or any such
other officers or employees of the Guarantor exercising the same or similar
functions.


 


“Officers’ Certificate”
means a certificate by any two Officers of the Company or of the Guarantor, as
the case may be, complying with Section 11.04 and delivered to the Trustee.
Each such certificate shall comply with Section 314 of the Trust Indenture Act
and include (except as otherwise expressly provided in this Indenture) the statements
provided in Section 11.04.


 


“Opinion of Counsel” means a
written opinion signed by legal counsel, who may be an employee of or counsel
to the Company or to the Guarantor, or to both, satisfactory to the Trustee and
complying with Section 11.04. Each such opinion shall comply with Section 314
of the Trust Indenture Act and include the statements provided in Section
11.04, if and to the extent required thereby.


 


“original issue date” of any
Security (or portion thereof) means the earlier of (a) the date of
authentication of such Security or (b) the date of any Security (or portion
thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.


 


3

















 


“Original Issue Discount
Security” means any Security that provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 7.02.


 


“Periodic Offering” means an
offering of Securities of a series from time to time, the specific terms of
which Securities, including, without limitation, the rate or rates of interest,
if any, thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company
or its agents upon the issuance of such Securities.


 


“Person” means an
individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.


 


“Preferred Stock” means,
with respect to any Person, any and all shares, interests, participations or
other equivalents (however designated, whether voting or non-voting) of such
Person’s preferred or preference stock, whether now outstanding or issued after
the date of the Indenture, including, without limitation, all series and
classes of such preferred or preference stock.


 


“Principal” of a Security
means the principal amount of, and, unless the context indicates otherwise,
includes any premium payable on, the Security.


 


“Registered Global Security”
means a Security evidencing all or a part of a series of Registered Securities,
issued to the Depositary for such series in accordance with Section 2.02, and
bearing the legend prescribed in Section 2.02.


 


“Registered Security” means
any Security registered on the Security Register (as defined in Section 2.05).


 


“Responsible Officer” means,
when used with respect to the Trustee, any officer within the Corporate Trust
Office, including any Vice President, Managing Director, Assistant Vice
President, Secretary, Assistant Secretary or Assistant Treasurer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge and familiarity with the particular subject.


 


“Securities” means any of
the securities, as defined in the first paragraph of the recitals hereof, that
are authenticated and delivered under this Indenture and, unless the context
indicates otherwise, shall include any coupon appertaining thereto.


 


“Subsidiary” means, with
respect to any Person, any corporation, association or other business entity of
which more than 50% of the outstanding Voting Stock is owned, directly or
indirectly, by such Person and one or more other Subsidiaries of such Person.


 


“Trustee” means the party
named as such in the first paragraph of this Indenture until a successor
replaces it in accordance with the provisions of Article 8 and thereafter means
such successor.


 


4

















 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as it may be amended from time to time.


 


“Unregistered Security”
means any Security other than a Registered Security, in bearer form.


 


“U.S. GAAP” means the
generally accepted accounting principles in the United States.


 


“U.S. Government
Obligations” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged
or (ii) obligations of an agency or instrumentality of the United States of America
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, and shall also include a depositary
receipt issued by a bank or trust company as custodian with respect to any such
U.S. Government Obligation or a specific payment of interest on or Principal of
any such U.S. Government Obligation held by such custodian for the account of
the holder of a depositary receipt; provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or Principal of the U.S. Government Obligation evidenced
by such depositary receipt.


 


“Voting Stock” means with
respect to any Person, Capital Stock of any class or kind ordinarily having the
power to vote for the election of directors, managers or other voting members
of the governing body of such Person.


 


“Yield to Maturity” means,
as the context may require, the yield to maturity (i) on a series of Securities
or (ii) if the Securities of a series are issuable from time to time, on a
Security of such series, calculated at the time of issuance of such series in
the case of clause (i) or at the time of issuance of such Security of such
series in the case of clause (ii), or, if applicable, at the most recent
redetermination of interest on such series or on such Security, and calculated
in accordance with the constant interest method or such other accepted
financial practice as is specified in the terms of such Security.


 


Section 1.02.          Other Definitions. Each of the
following terms is defined in the section set forth opposite such term:


 


	
  TERM

  	
   

  	
  SECTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Authenticating Agent

  	
   

  	
  2.02

  	
   

  
	
  cash transaction

  	
   

  	
  8.03

  	
   

  
	
  Dollars

  	
   

  	
  4.02

  	
   

  
	
  Events of Default

  	
   

  	
  7.01

  	
   

  
	
  Judgment Currency

  	
   

  	
  11.15

  	
   

  
	
  mandatory sinking fund
  payment

  	
   

  	
  3.05

  	
   

  
	
  optional sinking fund
  payment

  	
   

  	
  3.05

  	
   

  
	
  Paying Agent

  	
   

  	
  2.05

  	
   

  
	
  record date

  	
   

  	
  2.04

  	
   

  
	
  Registrar

  	
   

  	
  2.05

  	
   

  
	
  Required Currency

  	
   

  	
  11.15

  	
   

  
	
  Security Register

  	
   

  	
  2.05

  	
   

  
	
  self-liquidating paper

  	
   

  	
  8.03

  	
   

  
	
  sinking fund payment date

  	
   

  	
  3.05

  	
   

  
	
  tranche

  	
   

  	
  2.14

  	
   

  



 


5

















 


Section 1.03.          Incorporation by Reference of Trust
Indenture Act. Whenever this Indenture refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in and made a part of
this Indenture. The following terms used in this Indenture that are defined by
the Trust Indenture Act have the following meanings:


 


“indenture securities” means
the Securities and the Guarantee;


 


“indenture security holder”
means a Holder or a Securityholder;


 


“indenture to be qualified”
means this Indenture;


 


“indenture trustee” or
“institutional trustee” means the Trustee; and


 


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


 


All other terms used in this
Indenture that are defined by the Trust Indenture Act, defined by reference in
the Trust Indenture Act to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them
therein. If any provision of this Indenture limits, qualifies or conflicts with
another provision hereof that is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control.


 


Section 1.04.          Rules of Construction. Unless
the context otherwise requires:


 


(a)           an accounting term not otherwise defined has the meaning
assigned to it in accordance with U.S. GAAP or such other generally accepted
accounting principles under which the Guarantor may in the future prepare its
financial statements;


 


(b)           words in the singular include the plural, and words in the
plural include the singular;


 


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


 


(d)           all references to Sections or Articles refer to Sections
or Articles of this Indenture unless otherwise indicated; and


 


6

















 


(e)           use of masculine, feminine or neuter pronouns should not
be deemed a limitation, and the use of any such pronouns should be construed to
include, where appropriate, the other pronouns.


 


ARTICLE
2



THE SECURITIES


 


Section 2.01.          Form and Dating. The Securities
of each series shall be substantially in such form or forms (not inconsistent
with this Indenture) as shall be established by or pursuant to one or more
Board Resolutions of the Company or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture and may have
imprinted or otherwise reproduced thereon such legend or legends or
endorsements, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law, or with any rules of any securities exchange
or usage, all as may be determined by the Officers executing such Securities as
evidenced by their execution of the Securities. Unless otherwise so
established, Unregistered Securities shall have coupons attached.


 


Section 2.02.          Execution and Authentication.
The Securities (other than coupons) and the Guarantee shall be executed on
behalf of the Company and of the Guarantor, as the case may be, by two of their
respective Officers by facsimile or manual signature in the name and on behalf
of the Company and of the Guarantor, as the case may be.


 


The Trustee, at the expense
of the Company, or if the Company shall fail to pay such expense, the
Guarantor, may appoint an authenticating agent (the “Authenticating Agent”) to
authenticate Securities (other than coupons). The Authenticating Agent may
authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent.


 


A Security (other than
coupons) shall not be valid until the Trustee or Authenticating Agent manually
signs the certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.


 


At any time and from time to
time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series having attached thereto appropriate coupons,
if any, executed by the Company, with the Guarantee of the Guarantor endorsed
thereon, to the Trustee for authentication together with the applicable
documents referred to below in this Section, and the Trustee shall thereupon
authenticate and make available for delivery such Securities to or upon the
written order of the Company. In authenticating any Securities of a series, the
Trustee shall be entitled to receive prior to the first authentication of any
Securities of such series, and shall be fully protected in relying upon, unless
and until such documents have been superseded or revoked:


 


7

















 


(a)           any Board Resolution of the Company and/or executed
supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to
which the forms and terms of the Securities of that series were established;


 


(b)           an Officers’ Certificate of the Company and the Guarantor
setting forth the form or forms and terms of the Securities and the Guarantee
thereof, stating that the form or forms and terms of the Securities of such
series have been, or will be when established in accordance with such
procedures as shall be referred to therein, established in compliance with this
Indenture; and


 


(c)           an Opinion of Counsel of the Company and the Guarantor
substantially to the effect that the form or forms and terms of the Securities
of such series and the Guarantee thereof have been, or will be when established
in accordance with such procedures as shall be referred to therein, established
in compliance with this Indenture and that the supplemental indenture, to the
extent applicable, and the Securities and the Guarantee thereof have been duly
authorized and, if executed and authenticated, or in the case of the Guarantee,
if the Security on which the Guarantee shall have been endorsed shall have been
authenticated, in accordance with the provisions of the Indenture and delivered
to and duly paid for by the purchasers thereof on the date of such opinion,
would be entitled to the benefits of the Indenture and would be valid and
binding obligations of the Company and the Guarantor, as the case may be,
enforceable against the Company and the Guarantor, as the case may be, in
accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar laws affecting
creditors’ rights generally, general principles of equity, and such other
matters as shall be specified therein.


 


If the Company shall
establish pursuant to Section 2.03 that the Securities of a series or a portion
thereof are to be issued in the form of one or more Registered Global
Securities, then the Company shall execute, and the Guarantor shall execute the
Guarantee endorsed thereon, and the Trustee shall authenticate and make
available for delivery one or more Registered Global Securities, having a
Guarantee executed by the Guarantor endorsed thereon that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount
of all of the Securities of such series issued in such form and not yet
canceled, (ii) shall be registered in the name of the Depositary for such
Registered Global Security or Securities or the nominee of such Depositary,
(iii) shall be delivered by the Trustee to such Depositary or its custodian or
pursuant to such Depositary’s instructions and (iv) shall bear a legend
substantially to the following effect:


 


“Unless and until it is
exchanged in whole or in part for Securities in definitive registered form,
this Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.”


 


Section 2.03.          Amount Unlimited; Issuable in
Series. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.


 


8

















 


The Securities may be issued
in one or more series and each such series shall rank equally and pari passu
with all other unsecured and unsubordinated debt of the Company. There shall be
established in or pursuant to a Board Resolution of the Company or one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series (subject to the last sentence of this Section 2.03):


 


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


 


(b)           any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture and any limitation on the ability of the Company to increase such
aggregate principal amount after the initial issuance of the Securities of that
series (except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, or upon redemption of, other
Securities of the series pursuant hereto);


 


(c)           the date or dates on which the Principal of the Securities
of the series is payable (which date or dates may be fixed or are subject to
extension);


 


(d)           the rate or rates (which may be fixed or variable) per
annum at which the Securities of the series shall bear interest, if any, the
date or dates from which such interest shall accrue, on which such interest
shall be payable and (in the case of Registered Securities) on which a record
shall be taken for the determination of Holders to whom interest is payable
and/or the method by which such rate or rates or date or dates shall be
determined;


 


(e)           if other than as provided in Section 4.02, the place or
places where the Principal of and any interest on Securities of the series
shall be payable, any Registered Securities of the series may be surrendered
for exchange, notices, demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served and notice to Holders
may be published;


 


(f)            the right, if any, of the Company to redeem Securities of
the series, in whole or in part, at its option and the period or periods within
which, the price or prices at which and any terms and conditions upon which
Securities of the series may be so redeemed, pursuant to any sinking fund or
otherwise;


 


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


 


(h)           if other than denominations of $2,000 and any integral
multiple of $1,000 in excess thereof, the denominations in which Securities of
the series shall be issuable;


 


(i)            if other than the entire principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof;


 


9

















 


(j)            if other than the coin or currency in which the
Securities of the series are denominated, the coin or currency in which payment
of the Principal of or interest on the Securities of the series shall be
payable or if the amount of payments of Principal of and/or interest on the
Securities of the series may be determined with reference to an index based on
a coin or currency other than that in which the Securities of the series are
denominated, the manner in which such amounts shall be determined;


 


(k)           if payment of the Principal of and interest on the
Securities of the series shall be payable in currency or currencies other than
the currency of the United States, the manner in which any such currency shall
be valued against other currencies in which any other Securities shall be
payable;


 


(l)            whether the Securities of the series or any portion
thereof will be issuable as Registered Securities (and if so, whether such
Securities will be issuable as Registered Global Securities) or Unregistered
Securities (with or without coupons), or any combination of the foregoing, any
restrictions applicable to the offer, sale or delivery of Unregistered
Securities or the payment of interest thereon and, if other than as provided
herein, the terms upon which Unregistered Securities of any series may be
exchanged for Registered Securities of such series and vice versa;


 


(m)          whether and under what circumstances the Company will pay
additional amounts on the Securities in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem such Securities rather than pay such additional
amounts;


 


(n)           if the Securities of the series are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, the form and terms of such
certificates, documents or conditions;


 


(o)           any trustees, depositaries, authenticating or paying
agents, transfer agents or the registrar or any other agents with respect to
the Securities of the series;


 


(p)           provisions, if any, for the defeasance of the Securities
of the series (including provisions permitting defeasance of less than all Securities
of the series), which provisions may be in addition to, in substitution for, or
in modification of (or any combination of the foregoing) the provisions of
Article 9;


 


(q)           if the Securities of the series are issuable in whole or
in part as one or more Registered Global Securities, the identity of the
Depositary for such Registered Global Security or Securities;


 


(r)            any other events of default or covenants with respect to
the Securities of the series;


 


(s)           whether and under what circumstances the Holders may or
are required to convert or exchange the Securities into or for other securities
of the Company or of another entity, and if so, the terms relating to such
conversion or exchange; and


 


10

















 


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


 


All Securities of any one
series and coupons, if any, appertaining thereto shall be substantially
identical, except in the case of Registered Securities as to date and
denomination, except in the case of any Periodic Offering and except as may
otherwise be provided by or pursuant to the Board Resolution referred to above
or as set forth in any such indenture supplemental hereto. All Securities of
any one series need not be issued at the same time and may be issued from time
to time, consistent with the terms of this Indenture, if so provided by or
pursuant to such Board Resolution or in any such indenture supplemental hereto
and any forms and terms of Securities to be issued from time to time may be
completed and established from time to time prior to the issuance thereof by
procedures described in such Board Resolution or supplemental indenture.


 


Section 2.04.          Denomination and Date of Securities;
Payments of Interest. The Securities of each series shall be issuable as
Registered Securities or Unregistered Securities in denominations established
as contemplated by Section 2.03 or, if not so established with respect to
Securities of any series, in denominations of $2,000 and any integral multiple
of $1,000 in excess thereof.


 


The Securities of each
series shall be numbered, lettered or otherwise distinguished in such manner or
in accordance with such plan as the Officers of the Company executing the same
may determine, as evidenced by their execution thereof.


 


Each Security shall be dated
the date of its authentication. The Securities of each series shall bear
interest, if any, from the date, and such interest shall be payable on the
dates, established as contemplated by Section 2.03.


 


The person in whose name any
Registered Security of any series is registered at the close of business on any
record date applicable to a particular series with respect to any interest
payment date for such series shall be entitled to receive the interest, if any,
payable on such interest payment date notwithstanding any transfer or exchange
of such Registered Security subsequent to the record date and prior to such
interest payment date, except if and to the extent the Company shall default in
the payment of the interest due on such interest payment date for such series,
in which case the provisions of Section 2.13 shall apply. The term “record
date” as used with respect to any interest payment date (except a date for
payment of defaulted interest) for the Securities of any series shall mean the
date specified as such in the terms of the Registered Securities of such series
established as contemplated by Section 2.03, or, if no such date is so
established, the fifteenth day next preceding such interest payment date,
whether or not such record date is a Business Day.


 


Section 2.05.          Registrar and Paying Agent; Agents
Generally. The Company shall maintain an office or agency where Securities
may be presented for registration, registration of transfer or exchange (the
“Registrar”) and the Company and the Guarantor shall maintain an office or
agency where Securities may be presented for payment or where, in the case of
the Guarantor, Securities may be presented for payment under the Guarantees
endorsed thereon (the “Paying Agent”), which shall be in the Borough of
Manhattan, The City of New York. The


 


11

















 


Company shall cause the
Registrar to keep a register of the Registered Securities and of their
registration, transfer and exchange (the “Security Register”). The Company and
the Guarantor may have one or more additional Paying Agents or transfer agents
with respect to any series.


 


The Company shall enter into
an appropriate agency agreement with any Agent that is not a party to this
Indenture. The agreement shall implement the provisions of this Indenture and
the Trust Indenture Act that relate to such Agent. The Company shall give
prompt written notice to the Trustee of the name and address of any Agent and
any change in the name or address of an Agent. If the Company fails to maintain
a Registrar or if the Company or the Guarantor fail to maintain a Paying Agent,
the Trustee shall act as such. The Company or the Guarantor may remove any
Agent appointed by it upon written notice to such Agent and the Trustee; provided
that no such removal shall become effective until (i) the acceptance of an
appointment by a successor Agent to such Agent as evidenced by an appropriate
agency agreement entered into by the Company or the Guarantor and such
successor Agent and delivered to the Trustee or (ii) notification to the
Trustee that the Trustee shall serve as such Agent until the appointment of a
successor Agent in accordance with clause (i) of this proviso. The Company, the
Guarantor or any affiliate of the Company or the Guarantor may act as Paying
Agent or Registrar; provided that neither the Company, the Guarantor nor
an affiliate of the Company or the Guarantor shall act as Paying Agent in
connection with the defeasance of the Securities or the discharge of this
Indenture under Article 9.


 


The Company initially
appoints the Trustee as Registrar and Authenticating Agent and the Company and
the Guarantor initially appoint the Trustee as Paying Agent. If, at any time,
the Trustee is not the Registrar, the Registrar shall make available to the
Trustee ten days prior to each interest payment date and at such other times as
the Trustee may reasonably request the names and addresses of the Holders as
they appear in the Security Register.


 


Section 2.06.          Paying Agent to Hold Money in Trust.
Not later than 10:00 a.m., New York City time, on each due date of any
Principal or interest on any Securities, the Company shall deposit with the
Paying Agent money in immediately available funds sufficient to pay such
Principal or interest. The Company shall require each Paying Agent other than
the Trustee to agree in writing that such Paying Agent shall hold in trust for
the benefit of the Holders of such Securities or the Trustee all money held by
the Paying Agent for the payment of Principal of and interest on such
Securities and shall promptly notify the Trustee in writing of any default in
making any such payment. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and account for any funds disbursed,
and the Trustee may at any time during the continuance of any payment default,
upon written request to a Paying Agent, require such Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed. Upon
doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee. If the Company, the Guarantor or any affiliate of the
Company or the Guarantor acts as Paying Agent, it will, on or before each due
date of any Principal of or interest on any Securities, segregate and hold in a
separate trust fund for the benefit of the Holders thereof a sum of money
sufficient to pay such Principal or interest so becoming due until such sum of
money shall be paid to such Holders or otherwise disposed of as provided in
this Indenture, and will promptly notify the Trustee in writing of its action
or failure to act as required by this Section.


 


12

















 


Section 2.07.          Transfer and Exchange.
Unregistered Securities (except for any temporary global Unregistered
Securities) and coupons (except for coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.


 


At the option of the Holder
thereof, Registered Securities of any series (other than a Registered Global
Security, except as set forth below) may be exchanged for a Registered Security
or Registered Securities of such series and tenor having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Registered Securities to be exchanged at the agency of the Company that shall
be maintained for such purpose in accordance with Section 2.05 and upon
payment, if the Company shall so require, of the charges hereinafter provided.
If the Securities of any series are issued in both registered and unregistered
form, except as otherwise established pursuant to Section 2.03, at the option
of the Holder thereof, Unregistered Securities of any series may be exchanged
for Registered Securities of such series and tenor having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Company that shall
be maintained for such purpose in accordance with Section 4.02, with, in the
case of Unregistered Securities that have coupons attached, all unmatured
coupons and all matured coupons in default thereto appertaining, and upon
payment, if the Company shall so require, of the charges hereinafter provided.


 


At the option of the Holder
thereof, if Unregistered Securities of any series, maturity date, interest rate
and original issue date are issued in more than one authorized denomination,
except as otherwise established pursuant to Section 2.03, such Unregistered
Securities may be exchanged for Unregistered Securities of such series and
tenor having authorized denominations and an equal aggregate principal amount,
upon surrender of such Unregistered Securities to be exchanged at the agency of
the Company that shall be maintained for such purpose in accordance with
Section 4.02, with, in the case of Unregistered Securities that have coupons
attached, all unmatured coupons and all matured coupons in default thereto
appertaining, and upon payment, if the Company shall so require, of the charges
hereinafter provided. [Registered Securities of any series may not be exchanged
for Unregistered Securities of such series.]


 


Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Securities, having a
Guarantee executed by the Guarantor endorsed thereon, which the Holder making
the exchange is entitled to receive.


 


Upon surrender for
registration of transfer of any Registered Security of a series at the agency
of the Company that shall be maintained for such purpose in accordance with
Section 2.05 and upon payment, if the Company shall so require, of the charges
hereinafter provided, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series, having a Guarantee executed by the Guarantor endorsed thereon, of any
authorized denominations and of like tenor and aggregate principal amount.


 


All Registered Securities
presented for registration of transfer, exchange, redemption or payment shall
be duly endorsed by, or be accompanied by a written instrument or


 


13

















 


instruments of transfer in
form satisfactory to the Company, the Guarantor and the Trustee duly executed
by, the holder or his attorney duly authorized in writing [and, if required by
law, accepted by the transferee].


 


The Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any exchange or registration of transfer of
Securities. No service charge shall be made for any such transaction.


 


Notwithstanding any other
provision of this Section 2.07, unless and until it is exchanged in whole or in
part for Securities in definitive registered form, a Registered Global Security
representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor
Depositary.


 


If at any time the
Depositary for any Registered Global Securities of any series notifies the
Company that it is unwilling or unable to continue as Depositary for such
Registered Global Securities or if at any time the Depositary for such
Registered Global Securities shall no longer be eligible under applicable law,
the Company shall appoint a successor Depositary eligible under applicable law
with respect to such Registered Global Securities. If a successor Depositary
eligible under applicable law for such Registered Global Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of the Company’s order for the authentication and
delivery of definitive Registered Securities of such series and tenor, will
authenticate and make available for delivery Registered Securities of such series
and tenor, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of such Registered Global Securities, having a
Guarantee executed by the Guarantor endorsed thereon, in exchange for such
Registered Global Securities.


 


Definitive Registered
Securities of a series may be issued if the Company at any time determines in
its sole discretion (subject to the procedures of the Depositary) that
Registered Global Securities of such series shall no longer be maintained in
global form or if an Event of Default with respect to such Registered Global
Securities has occurred and is continuing. In either such case, the Company
will execute, and the Trustee, upon receipt of the Company’s order for the
authentication and delivery of definitive Registered Securities of such series
and tenor, will authenticate and make available for delivery, Registered
Securities of such series and tenor in any authorized denominations, in an
aggregate principal amount equal to the principal amount of such Registered
Global Securities, having a Guarantee executed by the Guarantor endorsed
thereon, in exchange for such Registered Global Securities.


 


Any time the Registered
Securities of any series are not in the form of Registered Global Securities
pursuant to the preceding two paragraphs, the Company agrees to supply the
Trustee with a reasonable supply of certificates representing Registered
Securities, having a Guarantee executed by the Guarantor endorsed thereon,
without the legend required by Section 2.02 and the Trustee agrees to hold such
Registered Securities in safekeeping until authenticated and delivered pursuant
to the terms of this Indenture.


 


14

















 


If established by the
Company pursuant to Section 2.03 with respect to any Registered Global
Security, the Depositary for such Registered Global Security may surrender such
Registered Global Security in exchange in whole or in part for Registered
Securities of the same series and tenor in definitive registered form on such
terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee shall authenticate and make available
for delivery, without service charge,


 


(i)  to the Person specified by such Depositary
new Registered Securities of the same series and tenor, having a Guarantee
executed by the Guarantor endorsed thereon, of any authorized denominations as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Registered Global
Security; and


 


(ii)  to such Depositary a new Registered Global
Security, having a Guarantee executed by the Guarantor endorsed thereon, in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Registered Global Security and the aggregate principal amount
of Registered Securities authenticated and delivered pursuant to clause (i)
above.


 


Registered Securities issued
in exchange for a Registered Global Security, having a Guarantee executed by
the Guarantor endorsed thereon, pursuant to this Section 2.07 shall be
registered in such names and in such authorized denominations as the Depositary
for such Registered Global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee or an agent
of the Company or the Trustee in writing. The Trustee or such agent shall
deliver such Securities to or as directed in writing by the Persons in whose
names such Securities are so registered.


 


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


 


In registering the transfer
or exchange of any Security, the Trustee shall not be required to determine if
the Officer whose manual or facsimile signature appears on the Security or
Guarantee at the time of such transfer or exchange continues to hold that
office and shall incur no liability in connection with such transfer or
exchange if in fact such Officer no longer holds that office.


 


Notwithstanding anything
herein or in the forms or terms of any Securities to the contrary, none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
required to exchange any Unregistered Security for a Registered Security if
such exchange would result in adverse Federal income tax consequences to the
Company or to the Guarantor (such as, for example, the imposition of any excise
tax on the Company or the Guarantor) under then applicable United States
Federal income tax laws. The Trustee and any such agent shall be entitled to
rely conclusively on an Officers’ Certificate or an Opinion of Counsel in
determining such result.


 


15

















 


The Registrar shall not be
required (i) to issue, authenticate, register the transfer of or exchange
Securities of any series for a period of 15 days before a selection of such
Securities to be redeemed or (ii) to register the transfer of or exchange any
Security selected for redemption in whole or in part.


 


Section 2.08.          Replacement Securities. If a
defaced or mutilated Security of any series is surrendered to the Trustee or if
a Holder claims that its Security of any series has been lost, destroyed or
wrongfully taken and presents to the Trustee, the Company, the Guarantor and
any Agent evidence to their satisfaction of the loss, destruction or wrongful
taking of such Security, the Company shall issue and the Trustee shall
authenticate a replacement Security of such series and tenor and principal
amount, having a Guarantee executed by the Guarantor endorsed thereon, bearing
a number not contemporaneously outstanding. An indemnity bond or similar
guarantee must be furnished that is sufficient in the judgment of the Trustee,
the Company and the Guarantor to protect the Trustee, the Company, the
Guarantor and any Agent from any loss that any of them may suffer if a Security
is replaced. The Company may charge such Holder for its expenses and the
expenses of the Trustee (including without limitation attorneys’ fees and expenses)
in replacing a Security. In case any such mutilated, defaced, lost, destroyed
or wrongfully taken Security has become or is about to become due and payable,
the Company and the Guarantor in their discretion may pay such Security instead
of issuing a new Security (with the Guarantee endorsed thereon) in replacement
thereof.


 


Every replacement Security
(including the Guarantee endorsed thereon) is an additional obligation of the
Company and the Guarantor and shall be entitled to the benefits of this Indenture
equally and proportionately with any and all other Securities of such series
and the Guarantee endorsed thereon duly authenticated and delivered hereunder.


 


To the extent permitted by
law, the foregoing provisions of this Section are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or wrongfully taken
Securities.


 


Section 2.09.          Outstanding Securities.
Securities outstanding at any time are all Securities that have been
authenticated by the Trustee except for those Securities canceled by it, those
Securities delivered to it for cancellation, those paid pursuant to Section
2.08 and those Securities described in this Section as not outstanding.


 


If a Security is replaced
pursuant to Section 2.08, it ceases to be outstanding unless and until the
Trustee, the Company and the Guarantor receive proof satisfactory to them that
the replaced Security is held by a holder in due course.


 


If the Paying Agent (other
than the Company, the Guarantor or an affiliate of the Company or the
Guarantor) holds on the maturity date or any redemption date or date for
repurchase of the Securities money sufficient to pay Securities payable or to
be redeemed or repurchased on such date, then on and after such date such
Securities shall cease to be outstanding and interest on them shall cease to
accrue.


 


A Security does not cease to
be outstanding because the Company, the Guarantor or one of the affiliates of
the Company or the Guarantor holds such Security, provided, however,


 


16

















 


that, in determining whether
the Holders of the requisite principal amount of the outstanding Securities
shall have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, Securities owned by the Company, the Guarantor or any
affiliate of the Company or the Guarantor shall be disregarded and deemed not
to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities as to which a Responsible Officer of
the Trustee has received written notice to be so owned shall be so disregarded.
Any Securities so owned which are pledged by the Company, the Guarantor, or any
affiliate of the Company or the Guarantor, as security for loans or other
obligations, otherwise than to another such affiliate of the Company or the
Guarantor, shall be deemed to be outstanding, if the pledgee is entitled
pursuant to the terms of its pledge agreement and is free to exercise in its
discretion the right to vote such securities, uncontrolled by the Company, the
Guarantor or any such affiliate.


 


Section 2.10.          Temporary Securities. Until
definitive Securities of any series are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities of such series,
having the Guarantee of the Guarantor endorsed thereon. Temporary Securities of
any series shall be substantially in the form of definitive Securities of such
series, but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officers of the Company and the Guarantor
executing the temporary Securities or the Guarantee endorsed thereon, as
evidenced by their execution of such temporary Securities or Guarantee, as
applicable. If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series, having the Guarantee of the
Guarantor endorsed thereon to be prepared without unreasonable delay. After the
preparation of definitive Securities of any series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series and
tenor upon surrender of such temporary Securities at the office or agency of the
Company designated for such purpose pursuant to Section 4.02, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Securities of such series and tenor and
authorized denominations, having a Guarantee executed by the Guarantor endorsed
thereon. Until so exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive Securities of
such series.


 


Section 2.11.          Cancellation. The Company or
the Guarantor at any time may deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
or the Guarantor may have acquired in any manner whatsoever, and may deliver to
the Trustee for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold. The Registrar, any transfer agent
and the Paying Agent shall forward to the Trustee any Securities surrendered to
them for transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment or cancellation and shall deliver
such canceled Securities to the Company or the Guarantor, as applicable. The
Company may not issue new Securities to replace Securities it has paid in full
or delivered to the Trustee for cancellation.


 


Section 2.12.          CUSIP Numbers. The Company in
issuing the Securities may use “CUSIP” and “CINS” numbers (if then generally in
use), and the Trustee shall use CUSIP


 


17

















 


numbers or CINS numbers, as
the case may be, in notices of redemption or exchange as a convenience to
Holders and no representation shall be made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of
redemption or exchange.


 


Section 2.13.          Defaulted Interest. If the
Company defaults in a payment of interest on the Securities, it shall pay, or
shall deposit with the Paying Agent money in immediately available funds
sufficient to pay, the defaulted interest plus (to the extent lawful) any
interest payable on the defaulted interest (as may be specified in the terms
thereof, established pursuant to Section 2.03) to the Persons who are Holders
on a subsequent special record date, which shall mean the 15th day next
preceding the date fixed by the Company for the payment of defaulted interest, whether
or not such day is a Business Day. At least 15 days before such special record
date, the Company shall mail to each Holder and to the Trustee a notice that
states the special record date, the payment date and the amount of defaulted
interest to be paid.


 


Section 2.14.          Series May Include Tranches. A
series of Securities may include one or more tranches (each a “tranche”) of
Securities, including Securities issued in a Periodic Offering. The Securities
of different tranches may have one or more different terms, including
authentication dates and public offering prices, but all the Securities within
each such tranche shall have identical terms, including authentication date and
public offering price. Notwithstanding any other provision of this Indenture,
with respect to Sections 2.02 (other than the fourth paragraph thereof) through
2.04, 2.07, 2.08, 2.10, 3.01 through 3.05, 4.02, 7.01 through 7.14, 9.01
through 9.05 and 10.02, if any series of Securities includes more than one
tranche, all provisions of such sections applicable to any series of Securities
shall be deemed equally applicable to each tranche of any series of Securities
in the same manner as though originally designated a series unless otherwise
provided with respect to such series or tranche pursuant to Section 2.03. In
particular, and without limiting the scope of the next preceding sentence, any
of the provisions of such sections which provide for or permit action to be
taken with respect to a series of Securities shall also be deemed to provide
for and permit such action to be taken instead only with respect to Securities
of one or more tranches within that series (and such provisions shall be deemed
satisfied thereby), even if no comparable action is taken with respect to
Securities in the remaining tranches of that series.


 


Section 2.15.          Computation of Interest. Except
as otherwise specified pursuant to Section 2.03 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months.


 


Section 2.16.          ERISA. No Securities may be
sold or otherwise transferred unless the purchaser or transferee of such
Securities represents, or is deemed to represent, that on each day from the
date of acquisition through and including the date of disposition either (i) it
is not an employee benefit plan or other plan 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”), a
governmental or other plan subject to substantially similar federal, state or
local law (“Similar Law”), an entity whose underlying assets include
“plan assets” by reason of any such plan’s investment in the entity or
otherwise (each of the foregoing, a “Plan”) or acting on behalf of or
investing the assets of any such Plan or (ii) its  acquisition,


 


18

















 


holding and disposition of
the Securities will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code including by reason of
Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14 or in
a violation of Similar Law.


 


ARTICLE
3



REDEMPTION


 


Section 3.01.          Applicability of Article. The
provisions of this Article shall be applicable to the Securities of any series
which are redeemable before their maturity or to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Securities of such series.


 


Section 3.02.          Notice of Redemption; Partial
Redemptions. Notice of redemption to the Holders of Registered Securities
of any series to be redeemed as a whole or in part at the option of the Company
shall be given by mailing notice of such redemption by first class mail,
postage prepaid, at least 30 days and not more than 60 days prior to the date
fixed for redemption to such Holders of Registered Securities of such series at
their last addresses as they shall appear upon the Security Register of the
Company. Notice of redemption to the Holders of Unregistered Securities of any
series to be redeemed as a whole or in part, who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act, shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least 30 days and not more than 60 days prior to the date
fixed for redemption, to such Holders at such addresses as were so furnished to
the Trustee (and, in the case of any such notice given by the Company, the
Trustee shall make such information available to the Company for such purpose).
Notice of redemption to all other Holders of Unregistered Securities of any
series to be redeemed as a whole or in part shall be published in an Authorized
Newspaper in The City of New York and in an Authorized Newspaper in London, in
each case, once in each of three successive calendar weeks, the first
publication to be not less than 30 days nor more than 60 days prior to the date
fixed for redemption. Any notice which is mailed or published in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.


 


The notice of redemption to
each such Holder shall specify the principal amount of each Security of such
series held by such Holder to be redeemed, the CUSIP and CINS numbers of the
Securities to be redeemed, the date fixed for redemption, the redemption price,
the place or places of payment, that payment will be made upon presentation and
surrender of such Securities and, in the case of Securities with coupons
attached thereto, of all coupons appertaining thereto maturing after the date
fixed for redemption, that such redemption is pursuant to the mandatory or
optional sinking fund, or both, if such be the case, that interest accrued to
the date fixed for redemption will be paid as specified in such notice and that
on and after said date interest thereon or on the portions thereof to be
redeemed will cease to accrue. In case any Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the


 


19

















 


date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series
and tenor in principal amount equal to the unredeemed portion thereof will be
issued.


 


The notice of redemption of
Securities of any series to be redeemed at the option of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.


 


On or before 10:00 a.m., New
York City time, on the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more Paying Agents (or, if the Company is acting as its own Paying
Agent, set aside, segregate and hold in trust as provided in Section 2.06) an
amount of money sufficient to redeem on the redemption date all the Securities
of such series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If all of the
outstanding Securities of a series are to be redeemed, the Company will deliver
to the Trustee at least 10 days prior to the last date on which notice of
redemption may be given to Holders pursuant to the first paragraph of this
Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an
Officers’ Certificate stating that all such Securities are to be redeemed.


 


If less than all the
outstanding Securities of a series are to be redeemed, the Company will deliver
to the Trustee at least 15 days prior to the last date on which notice of
redemption may be given to Holders pursuant to the first paragraph of this
Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an
Officers’ Certificate stating the aggregate principal amount of such Securities
to be redeemed. In case of a redemption at the election of the Company prior to
the expiration of any restriction on such redemption, the Company shall deliver
to the Trustee, prior to the giving of any notice of redemption to Holders
pursuant to this Section, an Officers’ Certificate stating that such redemption
is not prohibited by such restriction. If less than all the Securities of a
series are to be redeemed, the Trustee shall select, pro rata, by lot or in
such manner as it shall deem appropriate and fair, Securities of such series to
be redeemed in whole or in part. Securities may be redeemed in part in
principal amounts equal to the authorized denominations for Securities of such
series. The Trustee shall promptly notify the Company and the Guarantor in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the
redemption of Securities shall relate, in the case of any Security redeemed or
to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.


 


Section 3.03.          Payment of Securities Called for
Redemption. If notice of redemption has been given as above provided, the
Securities or portions of Securities specified in such notice shall become due
and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date fixed
for redemption, and on and after such date (unless the Company shall default in
the payment of such Securities at the redemption price, together with interest
accrued to such date) interest on the Securities or portions of Securities so
called for redemption shall cease to accrue, and the unmatured coupons, if any,
appertaining thereto shall be void and, except as provided in Sections 8.11 and
9.04, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit


 


20

















 


under this Indenture, and
the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption.


 


On presentation and
surrender of such Securities at a place of payment specified in said notice,
together with all coupons, if any, appertaining thereto maturing after the date
fixed for redemption, said Securities or the specified portions thereof shall
be paid and redeemed by the Company at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption; provided
that payment of interest becoming due on or prior to the date fixed for
redemption shall be payable in the case of Securities with coupons attached
thereto, to the Holders of the coupons for such interest upon surrender
thereof, and in the case of Registered Securities, to the Holders of such
Registered Securities registered as such on the relevant record date subject to
the terms and provisions of Sections 2.04 and 2.13 hereof. If any Security
called for redemption shall not be so paid upon surrender thereof for redemption,
the Principal shall, until paid or duly provided for, bear interest from the
date fixed for redemption at the rate of interest or Yield to Maturity (in the
case of an Original Issue Discount Security) borne by such Security.


 


If any Security with coupons
attached thereto is surrendered for redemption and is not accompanied by all
appurtenant coupons maturing after the date fixed for redemption, the surrender
of such missing coupon or coupons may be waived by the Company, the Guarantor
and the Trustee, if there be furnished to each of them such security or
indemnity as they may require to save each of them harmless.


 


Upon presentation of any
Security of any series redeemed in part only, the Company shall execute and the
Trustee shall authenticate and make available for delivery to or on the order
of the Holder thereof, at the expense of the Company, a new Security or
Securities of such series and tenor (with any unmatured coupons attached), each
having a Guarantee executed by the Guarantor endorsed thereon, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Security so presented.


 


Section 3.04.          Exclusion of Certain Securities
from Eligibility for Selection for Redemption. Securities shall be excluded
from eligibility for selection for redemption if they are identified by
registration and certificate number in a written statement signed by an Officer
of the Company and delivered to the Trustee at least 60 days prior to the last
date on which notice of redemption may be given as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the Company, (b)
the Guarantor or (c) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or the Guarantor.


 


Section 3.05.          Mandatory and Optional Sinking
Funds. The minimum amount of any sinking fund payment provided for by the
terms of the Securities of any series is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount
provided for by the terms of the Securities of any series is herein referred to
as an “optional sinking fund payment.” The date on which a sinking fund payment
is to be made is herein referred to as the “sinking fund payment date.”


 


21

















 


In lieu of making all or any
part of any mandatory sinking fund payment with respect to any series of
Securities in cash, the Company may at its option (a) deliver to the Trustee
Securities of such series theretofore purchased or otherwise acquired (except
through a mandatory sinking fund payment) by the Company or receive credit for
Securities of such series (not previously so credited) theretofore purchased or
otherwise acquired (except as aforesaid) by the Company and delivered to the
Trustee for cancellation pursuant to Section 2.11, (b) receive credit for
optional sinking fund payments (not previously so credited) made pursuant to
this Section, or (c) receive credit for Securities of such series (not
previously so credited) redeemed by the Company through any optional sinking
fund payment. Securities so delivered or credited shall be received or credited
by the Trustee at the sinking fund redemption price specified in such
Securities.


 


On or before the sixtieth
day next preceding each sinking fund payment date for any series, or such
shorter period as shall be acceptable to the Trustee, the Company will deliver
to the Trustee an Officers’ Certificate (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of specified Securities of such series and
the basis for such credit, (b) stating that none of the specified Securities of
such series has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Company intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Company
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be delivered to the
Trustee in order for the Company to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.11 to the Trustee with such Officers’
Certificate (or reasonably promptly thereafter if acceptable to the Trustee).
Such Officers’ Certificate shall be irrevocable and, upon its receipt by the
Trustee, the Company shall become unconditionally obligated to make all the
cash payments or delivery of Securities therein referred to, if any, on or
before the next succeeding sinking fund payment date. Failure of the Company,
on or before any such sixtieth day, to deliver such Officers’ Certificate and
Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute, on and as of such date, the irrevocable election of the
Company (i) that the mandatory sinking fund payment for such series due on the
next succeeding sinking fund payment date shall be paid entirely in cash
without the option to deliver or credit Securities of such series in respect
thereof and (ii) that the Company will make no optional sinking fund payment
with respect to such series as provided in this Section.


 


If the sinking fund payment
or payments (mandatory or optional or both) to be made in cash on the next
succeeding sinking fund payment date plus any unused balance of any preceding
sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the
Company shall so request with respect to the Securities of any series), such
cash shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
thereof together with accrued interest thereon to the date fixed for
redemption. If such amount shall be $50,000 (or such lesser sum) or less and
the Company makes no such request then it shall be carried over until a sum in
excess of $50,000 (or such lesser sum) is available. The Trustee shall select,
in the manner provided in Section 3.02, for redemption on such sinking fund
payment date a sufficient principal amount of Securities of


 


22

















 


such series to absorb said
cash, as nearly as may be, and shall (if requested in writing by the Company)
inform the Company of the serial numbers of the Securities of such series (or
portions thereof) so selected. Securities shall be excluded from eligibility
for redemption under this Section if they are identified by registration and
certificate number in an Officers’ Certificate delivered to the Trustee at
least 60 days prior to the sinking fund payment date as being owned of record
and beneficially by, and not pledged or hypothecated by either (a) the Company,
(b) the Guarantor or (c) an entity specifically identified in such Officers’
Certificate as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or the Guarantor. The
Trustee, in the name and at the expense of the Company (or the Company, if it
shall so request the Trustee in writing) shall cause notice of redemption of
the Securities of such series to be given in substantially the manner provided
in Section 3.02 (and with the effect provided in Section 3.03) for the
redemption of Securities of such series in part at the option of the Company.
The amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such series shall be added to the next cash sinking
fund payment for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section. Any and all sinking fund
moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for
the payment or redemption of particular Securities of such series shall be
applied, together with other moneys, if necessary, sufficient for the purpose,
to the payment of the Principal of, and interest on, the Securities of such
series at maturity.


 


On or before 10:00 a.m., New
York City time, on each sinking fund payment date, the Company shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date. The Trustee shall not redeem or cause
to be redeemed any Securities of a series with sinking fund moneys or mail any
notice of redemption of Securities of such series by operation of the sinking
fund during the continuance of a Default in payment of interest on such
Securities or of any Event of Default except that, where the mailing of notice
of redemption of any Securities shall theretofore have been made, the Trustee
shall redeem or cause to be redeemed such Securities, provided that it
shall have received from the Company a sum sufficient for such redemption.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur, and any moneys
thereafter paid into the sinking fund, shall, during the continuance of such
default or Event of Default, be deemed to have been collected under Article 7
and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 7.04 or the Default cured on or
before the sixtieth day preceding the sinking fund payment date in any year,
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this Section to the redemption of such
Securities.


 


ARTICLE
4



COVENANTS


 


Section 4.01.          Payment of Securities. The
Company shall pay the Principal of and interest on the Securities on the dates
and in the manner provided in the Securities and this Indenture. The interest
on Securities with coupons attached (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only upon


 


23

















 


presentation and surrender
of the several coupons for such interest installments as are evidenced thereby
as they severally mature. The interest on any temporary Unregistered Securities
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be paid, as to the installments of interest evidenced by
coupons attached thereto, if any, only upon presentation and surrender thereof,
and, as to the other installments of interest, if any, only upon presentation
of such Unregistered Securities for notation thereon of the payment of such
interest. The interest on Registered Securities (together with any additional
amounts payable pursuant to the terms of such Securities) shall be payable only
to the Holders thereof and at the option of the Company may be paid by mailing
checks for such interest payable to or upon the written order of such Holders
at their last addresses as they appear on the Security Register of the Company.


 


Notwithstanding any
provisions of this Indenture and the Securities of any series to the contrary,
if the Company and a Holder of any Registered Security so agree or if expressly
provided pursuant to Section 2.03, payments of interest on, and any portion of
the Principal of, such Holder’s Registered Security (other than interest
payable at maturity or on any redemption or repayment date or the final payment
of Principal on such Security) shall be made by the Paying Agent, upon receipt
from the Company of immediately available funds by 11:00 a.m., New York City
time (or such other time as may be agreed to between the Company and the Paying
Agent), directly to the Holder of such Security (by Federal funds wire transfer
or otherwise) if the Holder has delivered written instructions to the Trustee
15 days prior to such payment date requesting that such payment will be so made
and designating the bank account to which such payments shall be so made and in
the case of payments of Principal surrenders the same to the Trustee in
exchange for a Security or Securities aggregating the same principal amount as
the unredeemed principal amount of the Securities surrendered. The Trustee
shall be entitled to rely on the last instruction delivered by the Holder
pursuant to this Section 4.01 unless a new instruction is delivered 15 days
prior to a payment date. The Company will indemnify and hold each of the
Trustee and any Paying Agent harmless against any loss, liability or expense
(including attorneys’ fees) resulting from any act or omission to act on the
part of the Company or any such Holder in connection with any such agreement or
from making any payment in accordance with any such agreement.


 


The Company shall pay
interest on overdue Principal, and interest on overdue installments of
interest, to the extent lawful, at the rate per annum specified in the
Securities.


 


Section 4.02.          Maintenance of Office or Agency.
The Company will maintain in the Borough of Manhattan, The City of New York, an
office or agency where Securities may be surrendered for registration of
transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served; and the Guarantor will maintain in the Borough of Manhattan, The
City of New York, an office or agency where Securities may be presented for
payment under the Guarantees endorsed thereon and where notices and demands to
or upon the Guarantor in respect of the Guarantee and this Indenture may be served.
The Company and the Guarantor hereby initially designate the Corporate Trust
Office of the Trustee, located in the Borough of Manhattan, The City of New
York, as such office or agency of the Company and the Guarantor. The Company
and the Guarantor will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company or the Guarantor shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the


 


24

















 


address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 11.02.


 


The Company and the
Guarantor will maintain one or more agencies in a city or cities located
outside the United States (including any city in which such an agency is
required to be maintained under the rules of any stock exchange on which the
Securities of any series are listed) where the Unregistered Securities, if any,
of each series and coupons, if any, appertaining thereto may be presented for
payment or for payment under the Guarantees endorsed thereon, as the case may
be. No payment on any Unregistered Security or coupon or the Guarantee endorsed
thereon will be made upon presentation of the same at an agency of the Company
or the Guarantor within the United States nor will any payment be made by
transfer to an account in, or by mail to an address in, the United States
unless, pursuant to applicable United States laws and regulations then in
effect, such payment can be made without adverse tax consequences to the
Company or the Guarantor. Notwithstanding the foregoing, if full payment in
United States Dollars (“Dollars”) at each agency maintained by the Company or
the Guarantor outside the United States for payment on such Unregistered
Securities or coupons appertaining thereto or the Guarantees endorsed thereon,
as the case may be, is illegal or effectively precluded by exchange controls or
other similar restrictions, payments in Dollars of Unregistered Securities of
any series, coupons appertaining thereto or the Guarantee endorsed thereon
which are payable in Dollars may be made at an agency of the Company or the
Guarantor maintained in the Borough of Manhattan, The City of New York.


 


The Company and the
Guarantor may also from time to time designate one or more other offices or
agencies where the Securities of any series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided
that no such designation or rescission shall in any manner relieve either the
Company or the Guarantor of its obligation to maintain an office or agency in
the Borough of Manhattan, The City of New York for such purposes. The Company
or the Guarantor, as applicable, will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.


 


Section 4.03.          Certificate to Trustee. The
Company and the Guarantor each will furnish to the Trustee annually, on or
before a date not more than four months after the end of its fiscal year
(which, on the date hereof, in the case of each of the Company and the
Guarantor, is a calendar year), a brief certificate (which need not contain the
statements required by Section 11.04) from its principal executive, financial
or accounting officer as to his or her knowledge of the compliance of the
Company or the Guarantor, as the case may be, with all conditions and covenants
under this Indenture (such compliance to be determined without regard to any
period of grace or requirement of notice provided under this Indenture) which
certificate shall comply with the requirements of the Trust Indenture Act.


 


Section 4.04.          Reports by the Company and the
Guarantor. The Company and the Guarantor each covenant to file with the
Trustee, within 15 days after the Company or the Guarantor is required to file
the same with the Commission, copies of the annual reports and of the
information, documents and other reports which the Company or the Guarantor may
be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act. Delivery of such reports, information and documents to the
Trustee is for informational


 


25

















 


purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the compliance of the Company and of the Guarantor with any
of the covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


Section 4.05.          Calculation of Original Issue
Discount. The Company shall file with the Trustee promptly at the end of
each calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year.


 


ARTICLE
5



SUCCESSOR CORPORATION


 


Section 5.01.          When the Company May Merge, Etc. The
Company shall not consolidate with, merge with or into, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of its
property and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions) to, any Person (other than
with or into the Guarantor) or permit any Person to merge with or into the
Company unless:


 


(a)           either (x) the Company shall be the continuing Person or
(y) the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or that acquired or leased such property and assets
of the Company shall expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, all of the obligations of the Company on all of
the Securities and under this Indenture and the Company shall have delivered to
the Trustee an Opinion of Counsel stating that such consolidation, merger or
transfer and such supplemental indenture complies with this provision and that
all conditions precedent provided for herein relating to such transaction have
been complied with and that such supplemental indenture constitutes the legal,
valid and binding obligation of the Company or such successor enforceable
against such entity in accordance with its terms, subject to customary
exceptions; and


 


(b)           the Company shall have delivered to the Trustee an
Officers’ Certificate to the effect that immediately after giving effect to
such transaction, no Default shall have occurred and be continuing and an
Opinion of Counsel as to the matters set forth in Section 5.01(a)(y).


 


Section 5.02.          Successor Substituted. Upon any
consolidation or merger, or any sale, conveyance, transfer, lease or other
disposition of all or substantially all of the property and assets of the
Company in accordance with Section 5.01 of this Indenture, the successor Person
formed by such consolidation or into which the Company is merged or to which
such sale, conveyance, transfer, lease or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein.


 


26














 


ARTICLE
6



THE GUARANTEE BY AND COVENANTS OF THE GUARANTOR


 


Section 6.01.          Guarantee. The Guarantor by its
execution of this Indenture hereby agrees with each Holder of the Securities
authenticated and delivered by the Trustee, and with the Trustee, on behalf of
each such Holder, to be unconditionally bound by the terms and provisions of
the Guarantee set forth below and authorizes the Trustee to confirm such
Guarantee to the Holder of each such Security by its execution and delivery of
each such Security, with such Guarantee endorsed thereon, authenticated and
delivered by the Trustee.


 


The Guarantee to be endorsed
on the Securities shall be in substantially the form set forth below:


 


“GUARANTEE


 


OF


 


CREDIT
SUISSE GROUP


 


For value received, Credit
Suisse Group, a company organized under the laws of Switzerland, having its
principal executive offices at Paradeplatz 8, P.O. Box 1, CH 8070, Zurich,
Switzerland (herein called the “Guarantor,” which term includes any Person as a
successor Guarantor under the Indenture referred to in the Security upon which
this Guarantee is endorsed), hereby fully and unconditionally guarantees to the
Holder of the Security upon which this Guarantee is endorsed and to the Trustee
on behalf of each such Holder the due and punctual payment of the Principal of
and interest on such Security and the due and punctual payment of the sinking
fund or analogous payments referred to therein, if any, when and as the same
shall become due and payable, whether on the stated maturity date, by declaration
of acceleration, call for redemption or otherwise, according to the terms
thereof and of the Indenture referred to therein. In case of the failure of
Credit Suisse Group Finance (Luxembourg) S.A., a corporation organized under
the laws of Luxembourg (herein called the “Borrower”, which term includes any
successor Person under such Indenture), to punctually make any such payment of
Principal or interest or any such sinking fund or analogous payment, the
Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether on the stated maturity
date or by declaration of acceleration, call for redemption or otherwise, and
as if such payment were made by the Borrower.


 


The indebtedness evidenced
by this Guarantee is ranked equally and pari passu with all other unsecured and
unsubordinated debt of the Guarantor.


 


The Guarantor hereby agrees
that its obligations hereunder shall be as if it were the principal debtor and
not merely surety, and shall be absolute and unconditional, irrespective of,
and shall be unaffected by, any invalidity, irregularity or unenforceability of
such Security or such Indenture, any failure to enforce the provisions of such
Security or such Indenture, or any waiver, modification or indulgence granted
to the Borrower with respect thereto, by the Holder


 


27

















 


of such Security or the
Trustee or any other circumstance which may otherwise constitute a legal or
equitable discharge of a surety or Guarantor; provided, however, that,
notwithstanding the foregoing, no such waiver, modification or indulgence
shall, without the consent of the Guarantor, increase the Principal amount of
such Security, or increase the interest rate thereon, or alter the stated
maturity date thereof, or increase the principal amount of any Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Article 7 of such Indenture.
The Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of merger or bankruptcy of the Borrower,
any right to require a proceeding first against the Borrower, protest or notice
with respect to such Security or the indebtedness evidenced thereby or with
respect to any sinking fund or analogous payment required under such Security
and all demands whatsoever, and covenants that this Guarantee will not be
discharged except by payment in full of the Principal of and interest on such
Security. This Guarantee is a guarantee of payment and not of collection.


 


The Guarantor shall be
subrogated to all rights of the Holder of such Security and the Trustee against
the Borrower in respect of any amounts paid to such Holder by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon such right of subrogation until the Principal of and interest
on all Securities of the same series issued under such Indenture shall have
been paid in full.


 


No reference herein to such
Indenture and no provision of this Guarantee or of such Indenture shall alter
or impair the guarantees of the Guarantor which are absolute and unconditional,
of the due and punctual payment of the Principal of and interest on, and any
sinking fund or analogous payments with respect to, the Security upon which
this Guarantee is endorsed.


 


This Guarantee shall not be
valid or obligatory for any purpose until the certificate of authentication of
such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture.


 


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


 


This Guarantee shall be
governed by and construed in accordance with the laws of the State of New York.


 


Executed and dated the date
on the face hereof.


 


	
   

  	
  CREDIT SUISSE GROUP,

  
	
   

  	
  as the Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  



 


28

















 


	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:”

  



 


Section 6.02.          When the Guarantor May Merge, Etc.
The Guarantor shall not consolidate with, merge with or into, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of its
property and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions) to, any Person (other than
with or into the Company) or permit any Person to merge with or into the
Guarantor unless:


 


(a)           either (x) the Guarantor shall be the continuing Person or
(y) the Person (if other than the Guarantor) formed by such consolidation or
into which the Guarantor is merged or that acquired or leased such property and
assets of the Guarantor shall expressly assume, by a supplemental indenture,
executed and delivered to the Company and to the Trustee, all of the
obligations of the Guarantor on the Guarantee and under this Indenture and the
Guarantor shall have delivered to the Trustee an Opinion of Counsel stating
that such consolidation, merger or transfer and such supplemental indenture
complies with this provision and that all conditions precedent provided for
herein relating to such transaction have been complied with and that such
supplemental indenture constitutes the legal, valid and binding obligation of
the Guarantor or such successor enforceable against such entity in accordance
with its terms, subject to customary exceptions; and


 


(b)           the Guarantor shall have delivered to the Trustee an
Officers’ Certificate to the effect that immediately after giving effect to
such transaction, no Default shall have occurred and be continuing and an
Opinion of Counsel as to the matters set forth in Section 6.02(a)(y).


 


Section 6.03.          Successor Substituted. Upon any
consolidation or merger, or any sale, conveyance, transfer, lease or other
disposition of all or substantially all of the property and assets of the
Guarantor in accordance with Section 6.02 of this Indenture, the successor
Person formed by such consolidation or into which the Guarantor is merged or to
which such sale, conveyance, transfer, lease or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Guarantor under this Indenture with the same effect as if such successor
Person had been named as the Guarantor herein.


 


29

















 


ARTICLE
7



DEFAULT AND REMEDIES


 


Section 7.01.          Events of Default. An “Event of
Default” shall mean any one of the following events with respect to the
Securities of any series:


 


(a)           default in the payment of all or any part of the Principal
of any Security of such series when the same becomes due and payable at
maturity, upon acceleration, redemption or mandatory repurchase, including as a
sinking fund installment, or otherwise;


 


(b)           default in the payment of any interest on any Security of
such series when the same becomes due and payable, and such default continues
for a period of 30 days;


 


(c)           a default or breach of any other covenant or agreement of
the Company or the Guarantor in this Indenture with respect to any Security of
such series or in the Securities of such series and such default or breach
continues for a period of 60 days after written notice thereof has been given
to the Company and the Guarantor by the Trustee or to the Company, the
Guarantor and the Trustee by the Holders of 25% or more in aggregate principal
amount of the Securities of all series affected thereby;


 


(d)           commencement of an involuntary case or other proceeding
against the Company, with respect to the Company or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect seeking
the appointment of a trustee, receiver, liquidator, custodian or other similar
official of the Company or for any substantial part of the property and assets
of the Company, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 60 days; or an order for relief shall
be entered against the Company, under any bankruptcy, insolvency or other
similar law now or hereafter in effect;


 


(e)           commencement by the Company of a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or the Company’s consent to the entry of an order for relief in an
involuntary case under any such law, or its consent to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or for all or substantially all
of the property and assets of the Company, or any general assignment by the
Company for the benefit of creditors;


 


(f)            commencement of an involuntary case or other proceeding
against the Guarantor, with respect to the Guarantor or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect seeking
the appointment of a trustee, receiver, liquidator, custodian or other similar
official of the Guarantor or for any substantial part of the property and
assets of the Guarantor, and such involuntary case or other proceeding shall
remain undismissed and unstayed for a period of 60 days, except that the
issuance of a writ of payment under the Swiss debt enforcement and bankruptcy
laws shall not constitute such involuntary case or proceeding for the purpose
of this clause; or an order for relief shall be entered against the Guarantor,
under any bankruptcy, insolvency or other similar law now or hereafter in
effect;


 


(g)           commencement by the Guarantor of a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or the Guarantor’s consent


 


30

















 


to the entry of an order for
relief in an involuntary case under any such law, or its consent to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or for all
or substantially all of the property and assets of the Company, or any general
assignment by the Guarantor for the benefit of creditors; or


 


(h)           any other Event of Default established pursuant to Section
2.03 with respect to the Securities of such series occurs.


 


Section 7.02.          Acceleration. (a)  If an Event of Default described in Section
7.01(a) or (b) with respect to the Securities of any series then outstanding
occurs and is continuing, then, and in each and every such case, except for any
series of Securities the Principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of any such affected series then outstanding hereunder
(each such series treated as a separate class) by notice in writing to the
Company and to the Guarantor (and to the Trustee if given by Securityholders),
may declare the entire principal amount (or, if the Securities of any such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series established pursuant to
Section 2.03) of all Securities of such affected series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.


 


(b)           If an Event of Default described in Section 7.01(c) or (h)
with respect to the Securities of one or more but not all series then
outstanding, occurs and is continuing, then, and in each and every such case,
except for any series of Securities the Principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount (or, if the Securities of any such series are
Original Issue Discount Securities, the amount thereof that may be accelerated
under this Section) of the Securities of all such affected series then
outstanding hereunder (treated as a single class) by notice in writing to the
Company and to the Guarantor (and to the Trustee if given by Securityholders),
may declare the entire principal amount (or, if the Securities of any such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series established pursuant to
Section 2.03) of all Securities of all such affected series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.


 


(c)           If an Event of Default described in Section 7.01(d), (e),
(f) or (g) occurs and is continuing, then the principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the
Principal as may be specified in the terms thereof established pursuant to
Section 2.03) of all the Securities then outstanding and interest accrued
thereon, if any, shall be and become immediately due and payable, without any
notice or other action by any Holder or the Trustee, to the full extent
permitted by applicable law.


 


(d)           If an Event of Default described in Section 7.01(c) or (h)
with respect to the Securities of all series then outstanding, occurs and is
continuing, then, and in each and every such case, either the Trustee or the
Holders of not less than 25% in aggregate principal amount (or, if the
Securities of any outstanding series are Original Issue Discount Securities,
the amount


 


31

















 


thereof accelerable under
this Section) of all Securities of any series then outstanding hereunder except
for any series of Securities the Principal of which shall have already become
due and payable (treated as a single class) by notice in writing to the Company
and to the Guarantor (and to the Trustee if given by Securityholders), may
declare the entire principal amount (or, if the Securities of any such series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series established pursuant to Section
2.03) of all Securities of any series then outstanding, and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.


 


The foregoing provisions,
however, are subject to the condition that if, at any time after the principal
amount (or, if the Securities are Original Issue Discount Securities, such
portion of the Principal as may be specified in the terms thereof established
pursuant to Section 2.03) of the Securities of any series (or of all the
Securities, as the case may be) shall have been so declared due and payable,
and before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the Company or the Guarantor
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of each such series (or of all
the Securities, as the case may be) and the Principal of any and all Securities
of each such series (or of all the Securities, as the case may be) which shall
have become due otherwise than by acceleration (with interest upon such
Principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of each such series to the date of such
payment or deposit) and such amount as shall be sufficient to cover all amounts
owing to the Trustee under Section 8.07, and if any and all Events of Default
under this Indenture, other than the non-payment of the Principal of Securities
which shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein, then and in every such case the Holders
of a majority in aggregate principal amount of all the then outstanding
Securities of all such series that have been accelerated (voting as a single
class), by written notice to the Company, to the Guarantor and to the Trustee,
may waive all defaults with respect to all such series (or with respect to all
the Securities, as the case may be) and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend
to or shall affect any subsequent default or shall impair any right consequent
thereon.


 


For all purposes under this
Indenture, if a portion of the Principal of any Original Issue Discount
Securities shall have been accelerated and declared due and payable pursuant to
the provisions hereof, then, from and after such declaration, unless such
declaration has been rescinded and annulled, the principal amount of such
Original Issue Discount Securities shall be deemed, for all purposes hereunder,
to be such portion of the Principal thereof as shall be due and payable as a
result of such acceleration, and payment of such portion of the Principal
thereof as shall be due and payable as a result of such acceleration, together
with interest, if any, thereon and all other amounts owing thereunder, shall
constitute payment in full of such Original Issue Discount Securities.


 


Section 7.03.          Other Remedies. If a payment
default or an Event of Default with respect to the Securities of any series
occurs and is continuing, the Trustee may pursue, in its


 


32

















 


own name or as trustee of an
express trust, any available remedy by proceeding at law or in equity to
collect the payment of Principal of and interest on the Securities of such
series or to enforce the performance of any provision of the Securities of such
series or this Indenture.


 


The Trustee may maintain a
proceeding even if it does not possess any of the Securities or does not
produce any of them in the proceeding.


 


Section 7.04.          Waiver of Past Defaults. Subject
to Sections 7.02, 7.07 and 10.02, the Holders of at least a majority in
principal amount (or, if the Securities are Original Issue Discount Securities,
such portion of the Principal as is then accelerable under Section 7.02) of the
outstanding Securities of all series affected (voting as a single class), by
notice to the Trustee, may waive an existing Default or Event of Default with
respect to the Securities of such series and its consequences, except a Default
in the payment of Principal of or interest on any Security as specified in
Section 7.01(a) or (b) or in respect of a covenant or provision of this
Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Security affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default with respect to the Securities of such
series arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereto.


 


Section 7.05.          Control by Majority. Subject to
Sections 8.01 and 8.02(e), the Holders of at least a majority in aggregate
principal amount (or, if any Securities are Original Issue Discount Securities,
such portion of the Principal as is then accelerable under Section 7.02) of the
outstanding Securities of all series affected (voting as a single class) may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture; provided,
that the Trustee may refuse to follow any direction that conflicts with law or
this Indenture, that may involve the Trustee in personal liability or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders not joining in the giving of such direction; and provided  further,
that the Trustee may take any other action it deems proper that is not
inconsistent with any directions received from Holders of Securities pursuant
to this Section 7.05.


 


Section 7.06.          Limitation on Suits. No Holder
of any Security of any series may institute any proceeding, judicial or
otherwise, with respect to this Indenture or the Securities of such series, or
for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:


 


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


 


(b)           the Holders of at least 25% in aggregate principal amount
of outstanding Securities of all such series affected shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;


 


33

















 


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


 


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


 


(e)           during such 60-day period, the Holders of a majority in
aggregate principal amount of the outstanding Securities of all such affected
series have not given the Trustee a direction that is inconsistent with such
written request.


 


A Holder may not use this
Indenture to prejudice the rights of another Holder or to obtain a preference
or priority over such other Holder.


 


Section 7.07.          Rights of Holder to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of Principal of or interest, if any, on such
Holder’s Security on or after the respective due dates expressed on such
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.


 


Section 7.08.          Collection Suit by Trustee. If
an Event of Default with respect to the Securities of any series in payment of
Principal or interest specified in Section 7.01(a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company and the Guarantor for the whole amount (or
such portion thereof as specified in the terms established pursuant to Section
2.03 of Original Issue Discount Securities) of Principal of, and accrued
interest remaining unpaid on, together with interest on overdue Principal of,
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest on, the Securities of such series, in each case at the
rate or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in such Securities, and such further amount as shall be sufficient to
cover all amounts owing the Trustee under Section 8.07.


 


Section 7.09.          Trustee May File Proofs of Claim.
The Trustee may file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for amounts due the Trustee under Section 8.07) and the Holders
allowed in any judicial proceedings relative to the Company (or any other
obligor on the Securities), the Guarantor, the creditors of the Company or the
Guarantor, or the property of the Company or the Guarantor and shall be
entitled and empowered to collect and receive any moneys, securities or other
property payable or deliverable upon conversion or exchange of the Securities
or upon any such claims and to distribute the same, and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to it under Section 8.07. Nothing herein contained shall be
deemed to empower the Trustee to authorize or consent to, or accept or adopt on
behalf of any Holder, any plan of reorganization, arrangement, adjustment or
composition affecting the


 


34

















 


Securities, the Guarantee or
the rights of any Holder under the Securities or the Guarantee, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


Section 7.10.          Application of Proceeds. Any
moneys collected by the Trustee pursuant to this Article in respect of the
Securities of any series shall be applied in the following order at the date or
dates fixed by the Trustee and, in case of the distribution of such moneys on
account of Principal or interest, upon presentation of the several Securities
and coupons appertaining to such Securities in respect of which moneys have
been collected and noting thereon the payment, or issuing Securities of such
series and tenor in reduced principal amounts in exchange for the presented
Securities of such series and tenor if only partially paid, or upon surrender
thereof if fully paid:


 


FIRST:  To the payment of all amounts due the Trustee
under Section 8.07 applicable to the Securities of such series in respect of
which moneys have been collected;


 


SECOND:  In case the Principal of the Securities of
such series in respect of which moneys have been collected shall not have
become and be then due and payable, to the payment of interest on the
Securities of such series in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest
has been collected by the Trustee) upon the overdue installments of interest at
the same rate as the rate of interest or Yield to Maturity (in the case of
Original Issue Discount Securities) specified in such Securities, such payments
to be made ratably to the persons entitled thereto, without discrimination or
preference;


 


THIRD:  In case the Principal of the Securities of
such series in respect of which moneys have been collected shall have become
and shall be then due and payable, to the payment of the whole amount then
owing and unpaid upon all the Securities of such series for Principal and
interest, with interest upon the overdue Principal, and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series; and in case such moneys shall be insufficient to pay in full the whole
amount so due and unpaid upon the Securities of such series, then to the
payment of such Principal and interest or Yield to Maturity, without preference
or priority of Principal over interest or Yield to Maturity, or of interest or
Yield to Maturity over Principal, or of any installment of interest over any
other installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such Principal and accrued
and unpaid interest or Yield to Maturity; and


 


FOURTH:  To the payment of the remainder, if any, to
the Company, or to the extent the Trustee collects any amount pursuant to the
Guarantee, the Guarantor, or any other person lawfully entitled thereto.


 


Section 7.11.          Restoration of Rights and Remedies.
If the Trustee or any Holder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined


 


35

















 


adversely to the Trustee or
to such Holder, then, and in every such case, subject to any determination in
such proceeding, the Company, the Guarantor, the Trustee and the Holders shall
be restored to their former positions hereunder and thereafter all rights and
remedies of the Company, the Guarantor, Trustee and the Holders shall continue
as though no such proceeding had been instituted.


 


Section 7.12.          Undertaking for Costs. In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee, in
either case in respect to the Securities of any series, a court may require any
party litigant in such suit (other than the Trustee) to file an undertaking to
pay the costs of the suit, and the court may assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant (other than
the Trustee) in the suit having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 7.12 does not apply
to a suit by a Holder pursuant to Section 7.07 or a suit by Holders of more
than 10% in principal amount of the outstanding Securities of such series.


 


Section 7.13.          Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or wrongfully taken Securities in Section 2.08, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


Section 7.14.          Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article 7 or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


ARTICLE
8



TRUSTEE


 


Section 8.01.          General. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act
and as set forth herein. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, unless it
receives indemnity satisfactory to it against any loss, liability or expense.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Article 8. The
Trustee, prior to the occurrence of an Event of Default of which a Responsible
Officer of the Trustee has actual knowledge and after the curing of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture and no implied
covenants or


 


36

















 


obligations shall be read
into this Indenture against the Trustee. If an Event of Default to the actual
knowledge of a Responsible Officer of the Trustee has occurred (which has not been
cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


 


Section 8.02.          Certain Rights of Trustee.
Subject to Trust Indenture Act Sections 315(a) through (d):


 


(a)           the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any Officers’ Certificate,
Opinion of Counsel (or both), resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper person or
persons. The Trustee need not investigate any fact or matter stated in the
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;


 


(b)           before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate and/or an Opinion of Counsel, which shall
conform to Section 11.04. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such certificate or
opinion. Subject to Sections 8.01 and 8.02, whenever in the administration of
the trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
to take any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof;


 


(c)           the Trustee may act through its attorneys, Agents,
custodians and nominees not regularly in its employ and shall not be
responsible for the misconduct or negligence of any Agent, attorney, custodian
and nominee appointed with due care;


 


(d)           any request, direction, order or demand of the Company or
the Guarantor mentioned herein shall be sufficiently evidenced by an Officers’
Certificate (unless other evidence in respect thereof be herein specifically
prescribed); and any Board Resolution may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Company or
the Guarantor, as the case may be;


 


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


 


37

















 


(f)            the Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within its
rights or powers or for any action it takes or omits to take in accordance with
the direction of the Holders in accordance with Section 7.05 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture;


 


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


 


(h)           prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, Officers’ Certificate, Opinion of Counsel, Board
Resolution, statement, instrument, opinion, report, notice, request, consent, order,
approval, appraisal, bond, debenture, note, coupon, security, or other paper or
document unless requested in writing so to do by the Holders of not less than a
majority in aggregate principal amount of the Securities of all series affected
then outstanding; provided that, if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms
of this Indenture, the Trustee may require indemnity satisfactory to it against
such expenses or liabilities as a condition to proceeding; and


 


(i)            if the Trustee is acting as Paying Agent or Transfer
Agent and Registrar herein the rights and protections afforded the Trustee
under this Article 8 shall also be afforded to such Paying Agent or Transfer
Agent and Registrar.


 


Section 8.03.          Individual Rights of Trustee.
The Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Company, the Guarantor or
their respective affiliates with the same rights it would have if it were not
the Trustee. Any Agent may do the same with like rights. However, the Trustee
is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of
Trust Indenture Act Section 311(b)(4) and (6), the following terms shall mean:


 


(a)           “cash transaction” means any transaction in which full
payment for goods or securities sold is made within seven days after delivery
of the goods or securities in currency or in checks or other orders drawn upon
banks or bankers and payable upon demand; and


 


(b)           “self-liquidating paper” means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Company or the Guarantor for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship


 


38

















 


with the Company or the
Guarantor arising from the making, drawing, negotiating or incurring of the
draft, bill of exchange, acceptance or obligation.


 


[For purposes of clause (i)
of the first proviso to Trust Indenture Act Section 310(b), the following
indentures are hereby excluded:  the
senior indenture dated                   
between Credit Suisse Group, as the company, and JPMorgan Chase Bank, N.A. as
the trustee, the senior indenture dated                 
among Credit Suisse Group Finance (Delaware) LLC I, as the company, Credit
Suisse Group, as the guarantor, and JPMorgan Chase Bank, N.A., as the trustee,
and the senior indenture dated                 
among Credit Suisse Group Finance (Guernsey) Limited, as the company, Credit
Suisse Group, as the guarantor, and JPMorgan Chase Bank, N.A., as the trustee.]


 


Section 8.04.          Trustee’s Disclaimer. The
recitals contained herein and in the Securities (except the Trustee’s
certificate of authentication) shall be taken as statements of the Company or
the Guarantor and not of the Trustee and the Trustee assumes no responsibility
for the correctness of the same. Neither the Trustee nor any of its agents (i)
makes any representation as to the validity or adequacy of this Indenture, the
Securities or the Guarantees and (ii) shall be accountable for the Company’s or
the Guarantor’s use or application of the proceeds from the Securities or for
monies paid over to the Company or the Guarantor pursuant to the Indenture.


 


Section 8.05.          Notice of Default. If any
Default with respect to the Securities of any series occurs and is continuing
and if such Default is known to the actual knowledge of a Responsible Officer
of the Trustee, the Trustee shall give to each Holder of Securities of such
series notice of such Default within 90 days after it occurs (i) if any
Unregistered Securities of such series are then outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper
in London and (ii) to all Holders of Securities of such series in the manner
and to the extent provided in Section 313(c) of the Trust Indenture Act, unless
such Default shall have been cured or waived before the mailing or publication
of such notice; provided, however, that, except in the case of a
Default in the payment of the Principal of or interest on any Security, the
Trustee shall be fully protected in withholding such notice if the Trustee in
good faith determines that the withholding of such notice is in the interests
of the Holders.


 


Section 8.06.          Reports by Trustee to Holders.
Within 60 days after each May 1, beginning with May 1, 20    ,
the Trustee shall mail to each Holder as and to the extent provided in Trust
Indenture Act Section 313(c) a brief report dated as of such May 1, if required
by Trust Indenture Act Section 313(a).


 


Section 8.07.          Compensation and Indemnity. The
Company, or failing which, the Guarantor, shall pay to the Trustee such
compensation as shall be agreed upon in writing from time to time for its
services. The compensation of the Trustee shall not be limited by any law on
compensation of a Trustee of an express trust. The Company, or failing which,
the Guarantor, shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee. Such expenses shall include the


 


39

















 


reasonable compensation and
expenses of the Trustee’s agents, counsel and other persons not regularly in
its employ.


 


The Company, or failing
which, the Guarantor, shall indemnify the Trustee and its officers, directors,
employees and Agents for, and hold it and them harmless against, any and all
loss, damage, claim or liability or expense (including legal fees and expenses)
including taxes (other than taxes based on the income of the Trustee) incurred
by it or them without negligence or bad faith on its part arising out of or in
connection with the acceptance or administration of this Indenture and the
Securities or the issuance of the Securities or a series thereof or the trusts
hereunder and the performance of its duties under this Indenture and the
Securities, including the costs and expenses of defending itself against or
investigating any claim or liability and of complying with any process served
upon it or any of its officers in connection with the exercise or performance of
any of its powers or duties under this Indenture and the Securities.


 


To secure the Company’s and
the Guarantor’s payment obligations in this Section 8.07, the Trustee shall
have a lien prior to the Securities on all money or property held or collected by
the Trustee, in its capacity as Trustee, except money or property held in trust
to pay Principal of, and interest on particular Securities.


 


The obligations of the
Company and the Guarantor under this Section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture or the rejection or termination of this
Indenture under bankruptcy, insolvency or similar law or the earlier
resignation or removal of the Trustee. Such additional indebtedness shall be a
senior claim to that of the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the benefit of the
Holders of particular Securities or coupons, and the Securities are hereby
subordinated to such senior claim. If the Trustee renders services and incurs
expenses following an Event of Default under Section 7.01(d), (e), (f) or (g)
hereof, the parties hereto and the Holders by their acceptance of the
Securities hereby agree that such expenses are intended to constitute expenses
of administration under any bankruptcy, insolvency or similar law.


 


Section 8.08.          Replacement of Trustee. A
resignation or removal of the Trustee as Trustee with respect to the Securities
of any series and appointment of a successor Trustee as Trustee with respect to
the Securities of any series shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 8.08.


 


The Trustee may resign as
Trustee with respect to the Securities of any series at any time by so
notifying the Company and the Guarantor in writing. The Holders of a majority
in principal amount of the outstanding Securities of any series may remove the
Trustee as Trustee with respect to the Securities of such series by so
notifying the Trustee in writing and may appoint a successor Trustee with respect
thereto with the consent of the Company. The Company may remove the Trustee as
Trustee with respect to the Securities of any series if: (i) the Trustee is no
longer eligible under Section 8.10 of this Indenture; (ii) the Trustee is
adjudged a bankrupt or insolvent; (iii) a receiver or other public officer
takes charge of the Trustee or its property; or (iv) the Trustee becomes
incapable of acting.


 


40

















 


If the Trustee resigns or is
removed as Trustee with respect to the Securities of any series, or if a
vacancy exists in the office of Trustee with respect to the Securities of any
series for any reason, the Company shall promptly appoint a successor Trustee
with respect thereto. Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the outstanding Securities of
such series may appoint a successor Trustee in respect of such Securities to
replace the successor Trustee appointed by the Company. If the successor
Trustee with respect to the Securities of any series does not deliver its
written acceptance required by the next succeeding paragraph of this Section
8.08 within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of a majority in principal amount
of the outstanding Securities of such series may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
thereto.


 


A successor Trustee with
respect to the Securities of any series shall deliver a written acceptance of
its appointment to the retiring Trustee, to the Company and to the Guarantor.
Immediately after the delivery of such written acceptance, subject to the lien
provided for in Section 8.07 and subject to the payment of any and all amounts
then due and owing to the retiring Trustee, (i) the retiring Trustee shall
transfer all property held by it as Trustee in respect of the Securities of
such series to the successor Trustee, (ii) the resignation or removal of the
retiring Trustee in respect of the Securities of such series shall become
effective and (iii) the successor Trustee shall have all the rights, powers and
duties of the Trustee in respect of the Securities of such series under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder of Securities of such series.


 


Upon request of any such
successor Trustee, the Company and the Guarantor shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.


 


The Company shall give
notice of any resignation and any removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee in respect
of the Securities of such series to all Holders of Securities of such series.
Each notice shall include the name of the successor Trustee and the address of
its Corporate Trust Office. Notwithstanding replacement of the Trustee with
respect to the Securities of any series pursuant to this Section 8.08, the
Company’s and the Guarantor’s obligations under Section 8.07 shall continue for
the benefit of the retiring Trustee.


 


Section 8.09.          Successor Trustee by Merger, Etc. If
the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or
national banking association, the resulting, surviving or transferee
corporation or national banking association without any further act shall be
the successor Trustee with the same effect as if the successor Trustee had been
named as the Trustee herein; provided that such successor Trustee shall
be otherwise qualified and eligible under this Article 8.


 


Section 8.10.          Eligibility. This Indenture
shall always have a Trustee who satisfies the requirements of Trust Indenture
Act Section 310(a). The Trustee shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition.


 


41

















 


Section 8.11.          Money Held in Trust. The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required
by law and except for money held in trust under Article 9 of this Indenture.


 


ARTICLE
9



DISCHARGE OF INDENTURE


 


Section 9.01.          Defeasance within One Year of
Payment. Except as otherwise provided in this Section 9.01, the Company or
the Guarantor may terminate the obligations of the Company and the Guarantor
under the Securities of any series, the Guarantee and this Indenture with
respect to Securities of such series if:


 


(a)           all Securities of such series previously authenticated and
delivered (other than destroyed, lost or wrongfully taken Securities of such
series that have been replaced or paid or Securities of such series that are
paid pursuant to Section 4.01 or Securities of such series for whose payment
money or securities have theretofore been held in trust and thereafter repaid
to the Company or the Guarantor, as provided in Section 9.05) have been
delivered to the Trustee for cancellation and the Company (or the Guarantor
pursuant to the Guarantee) has paid all sums payable by it hereunder; or


 


(b)           (i)            the
Securities of such series mature within one year or all of them are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for giving the notice of redemption, (ii) the Company or the Guarantor
irrevocably deposits in trust with the Trustee, as trust funds solely for the
benefit of the Holders of such Securities for that purpose, money or U.S.
Government Obligations or a combination thereof sufficient (unless such funds
consist solely of money, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee), without consideration of any reinvestment, to pay
the Principal of and interest on the Securities of such series to maturity or
redemption, as the case may be, and to pay all other sums payable by it
hereunder, and (iii) the Company delivers to the Trustee an Officers’ Certificate
and an Opinion of Counsel, in each case stating that all conditions precedent
provided for herein relating to the satisfaction and discharge of this
Indenture with respect to the Securities of such series have been complied
with.


 


With respect to the foregoing
clause (a), only the Company’s and the Guarantor’s obligations under Section
8.07 in respect of the Securities of such series shall survive. With respect to
the foregoing clause (b), only the obligations of the Company and the Guarantor
in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable,
in respect of the Securities of such series and the Guarantee thereof shall
survive until such Securities of such series are no longer outstanding.
Thereafter, only the obligations of the Company and the Guarantor in Sections
8.07, 9.04 and 9.05, as applicable, in respect of the Securities of such series
and the Guarantee thereof shall survive. After any such irrevocable deposit,
the Trustee upon written request shall acknowledge in writing the discharge of
the obligations of the Company and the Guarantor under the Securities of such
series, the Guarantee thereof and this


 


42

















 


Indenture with respect to
the Securities of such series except for those surviving obligations specified
above.


 


Section 9.02.          Defeasance. Except as provided
below, the Company will be deemed to have paid and the Company and the
Guarantor will be discharged from any and all obligations in respect of the
Securities of any series and the Guarantee thereof, and the provisions of this
Indenture will no longer be in effect with respect to the Securities of such
series and the Guarantee thereof (and the Trustee, at the expense of the
Company and the Guarantor, shall execute proper instruments acknowledging the
same); provided that the following conditions shall have been satisfied:


 


(a)           the Company or the Guarantor has irrevocably deposited in
trust with the Trustee as trust funds solely for the benefit of the Holders of
the Securities of such series, for payment of the Principal of and interest on
the Securities of such series, money or U.S. Government Obligations or a
combination thereof sufficient (unless such funds consist solely of money, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee) without
consideration of any reinvestment and after payment of all federal, state and
local taxes or other charges and assessments in respect thereof payable by the
Trustee, to pay and discharge the Principal of and accrued interest on the
outstanding Securities of such series to maturity or earlier redemption
(irrevocably provided for under arrangements satisfactory to the Trustee), as
the case may be;


 


(b)           such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement
or instrument to which the Company or the Guarantor, as the case may be, is a
party or by which it is bound;


 


(c)           no Default with respect to the Securities of such series
shall have occurred and be continuing on the date of such deposit;


 


(d)           the Company shall have delivered to the Trustee either (x)
a ruling directed to the Trustee received from the Internal Revenue Service to
the effect that the Holders of the Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
discharge under this Section 9.02 and will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred or (y) an Opinion of
Counsel to the same effect as the ruling described in clause (x) above; and


 


(e)           the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the defeasance contemplated by this
Section 9.02 of the Securities of such series have been complied with.


 


The obligations of the
Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08,
9.04  and 9.05, as applicable, with
respect to the Securities of such series and the Guarantee thereof shall
survive until such Securities are no longer outstanding. Thereafter, only the
obligations of the Company and the Guarantor in Sections 8.07 and 9.05, as
applicable, shall survive.


 


43

















 


Section 9.03.          Covenant Defeasance. The
Company and the Guarantor may omit to comply with any specific covenant
relating to such series provided for in a Board Resolution or supplemental
indenture pursuant to Section 2.03 which may by its terms be defeased pursuant
to this Section 9.03, and such omission shall be deemed not to be an Event of
Default under Section 7.01(c) or (h), with respect to the outstanding
Securities of a series if:


 


(a)           the Company or the Guarantor has irrevocably deposited in
trust with the Trustee as trust funds solely for the benefit of the Holders of
the Securities of such series, for payment of the Principal of and interest, if
any, on the Securities of such series, money or U.S. Government Obligations or
a combination thereof in an amount sufficient (unless such funds consist solely
of money, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee) without consideration of any reinvestment and after payment of all
federal, state and local taxes or other charges and assessments in respect
thereof payable by the Trustee, to pay and discharge the Principal of and
interest on the outstanding Securities of such series to maturity or earlier
redemption (irrevocably provided for under arrangements satisfactory to the
Trustee), as the case may be;


 


(b)           such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement
or instrument to which the Company or the Guarantor, as the case may be, is a party
or by which it is bound;


 


(c)           no Default with respect to the Securities of such series
shall have occurred and be continuing on the date of such deposit;


 


(d)           the Company has delivered to the Trustee an Opinion of
Counsel to the effect that such Holders will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and covenant
defeasance and will be subject to federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred; and


 


(e)           the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the covenant defeasance contemplated
by this Section 9.03 of the Securities of such series have been complied with.


 


Section 9.04.          Application of Trust Money.
Subject to Section 9.05, the Trustee or Paying Agent shall hold in trust money
or U.S. Government Obligations deposited with it pursuant to Section 9.01, 9.02
or 9.03, as the case may be, in respect of the Securities of any series and
shall apply the deposited money and the proceeds from deposited U.S. Government
Obligations in accordance with the Securities of such series and this Indenture
to the payment of Principal of and interest on the Securities of such series;
but such money need not be segregated from other funds except to the extent
required by law. The Company, and failing which, the Guarantor, agrees to pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
9.01, 9.02 or 9.03 or the Principal or interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of outstanding Securities.


 


44

















 


Section 9.05.          Repayment to Company and Guarantor.
Subject to Sections 8.07, 9.01, 9.02 and 9.03, the Trustee and the Paying Agent
shall promptly pay to the Company or to the Guarantor, as the case may be, upon
request set forth in an Officers’ Certificate any money originally paid by a
party making such request held by them at any time and not required to make
payments hereunder and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the
Company or to the Guarantor, as the case may be, upon written request any money
originally paid by a party making such request held by them and required to
make payments hereunder that remains unclaimed for two years; provided
that the Trustee or such Paying Agent before being required to make any payment
may cause to be published at the expense of the Company or to the Guarantor, as
the case may be, once in an Authorized Newspaper in The City of New York and
once in an Authorized Newspaper in London or mail to each Holder entitled to
such money at such Holder’s address (as set forth in the Security Register) notice
that such money remains unclaimed and that after a date specified therein
(which shall be at least 30 days from the date of such publication or mailing)
any unclaimed balance of such money then remaining will be repaid to the
Company or to the Guarantor, as the case may be. After payment to the Company
or to the Guarantor, Holders entitled to such money must look to the Company or
to the Guarantor, as the case may be, for payment as general creditors unless
an applicable law designates another Person, and all liability of the Trustee
and such Paying Agent with respect to such money shall cease.


 


ARTICLE
10



AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


Section 10.01.        Without Consent of Holders. The
Company, the Guarantor and the Trustee may amend or supplement this Indenture,
the Guarantee or the Securities of any series without notice to or the consent
of any Holder:


 


(a)           to cure any ambiguity, defect or inconsistency in this
Indenture; provided that such amendments or supplements shall not
materially and adversely affect the interests of the Holders;


 


(b)           to comply with Section 5.01, 5.02, 6.01 and 6.02;


 


(c)           to comply with any requirements of the Commission in
connection with the qualification of this Indenture under the Trust Indenture
Act;


 


(d)           to evidence and provide for the acceptance of appointment
hereunder with respect to the Securities of any or all series by a successor
Trustee;


 


(e)           to establish the form or forms or terms of Securities of
any series or of the coupons appertaining to such Securities as permitted by
Section 2.03;


 


(f)            to provide for uncertificated or Unregistered Securities
and to make all appropriate changes for such purpose;


 


(g)           to provide for a further guarantee from a third party on
outstanding Securities of any series and the Securities of any series that may
be issued under this Indenture; or


 


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


 


Section 10.02.        With Consent of Holders. Subject
to Sections 7.04 and 7.07, without prior notice to any Holders, the Company,
the Guarantor and the Trustee may amend this Indenture, the Guarantee and the
Securities of any series with the written consent of the Holders of a majority
in principal amount (or, if any Securities are Original Issue Discount
Securities, such portion of the Principal as may then be accelerated under
Section 7.02) of the outstanding Securities of all series affected by such
amendment (all such series voting as one class), and the Holders of a majority
in principal amount (or, if any Securities are Original Issue Discount
Securities, such portion of the Principal as may then be accelerated under
Section 7.02) of the outstanding Securities of all series affected thereby (all
such series voting as one class) by written notice to the Trustee may waive
future compliance by the Company and the Guarantor with any provision of this
Indenture, the Guarantee or the Securities of such series.


 


Notwithstanding the
provisions of this Section 10.02, without the consent of each Holder affected
thereby, an amendment or waiver, including a waiver pursuant to Section 7.04,
may not:


 


(a)           extend the stated maturity of the Principal of, or any
sinking fund obligation or any installment of interest on, such Holder’s
Security, or reduce the Principal thereof or the rate of interest thereon
(including any amount in respect of original issue discount), or adversely
affect the rights of such Holder under any mandatory redemption or repurchase
provision or any right of redemption or repurchase at the option of such
Holder, or reduce the amount of the Principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 7.02 or the amount thereof provable in bankruptcy,
insolvency or similar proceeding, or change any place of payment where, or the
currency in which, any Principal or the interest thereon is payable, modify any
right to convert or exchange such Holder’s Security for another security to the
detriment of the Holder, or impair the right to institute suit for the
enforcement of any such payment on or after the due date therefor;


 


(b)           reduce the percentage in principal amount of outstanding
Securities of the relevant series the consent of whose Holders is required for
any such supplemental indenture, or for any waiver of compliance with certain
provisions of this Indenture or certain Defaults and their consequences
provided for in this Indenture;


 


(c)           waive a Default in the payment of Principal of or interest
on any Security of such Holder; or


 


(d)           modify any of the provisions of this Section 10.02, except
to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each outstanding Security affected thereby.


 


A supplemental indenture
which changes or eliminates any covenant or other provision of this Indenture
which has expressly been included solely for the benefit of one or more particular
series of Securities, or which modifies the rights of Holders of Securities of
such


 


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


 


It shall not be necessary
for the consent of any Holder under this Section 10.02 to approve the
particular form of any proposed amendment, supplement or waiver, but it shall
be sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 10.02 becomes effective, the Company
shall give to the Holders affected thereby a notice briefly describing the
amendment, supplement or waiver. The Company will mail supplemental indentures
to Holders upon request. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture or waiver.


 


Section 10.03.        Revocation and Effect of Consent.
Until an amendment or waiver becomes effective, a consent to it by a Holder is
a continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the Security of the
consenting Holder, even if notation of the consent is not made on any Security.
However, any such Holder or subsequent Holder may revoke the consent as to its
Security or portion of its Security. Such revocation shall be effective only if
the Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective. An amendment, supplement or waiver
shall become effective with respect to any Securities affected thereby on
receipt by the Trustee of written consents from the requisite Holders of
outstanding Securities affected thereby.


 


The Company may, but shall
not be obligated to, fix a record date (which may be not less than 10 nor more
than 60 days prior to the solicitation of consents) for the purpose of
determining the Holders of the Securities of any series affected entitled to
consent to any amendment, supplement or waiver. If a record date is fixed,
then, notwithstanding the immediately preceding paragraph, those Persons who
were such Holders at such record date (or their duly designated proxies) and
only those Persons shall be entitled to consent to such amendment, supplement
or waiver or to revoke any consent previously given, whether or not such
Persons continue to be such Holders after such record date. No such consent
shall be valid or effective for more than 90 days after such record date.


 


After an amendment,
supplement or waiver becomes effective with respect to the Securities of any
series affected thereby, it shall bind every Holder of such Securities unless
it is of the type described in any of clauses(a) through (d) of Section 10.02.
In case of an amendment or waiver of the type described in clauses (a) through
(d) of Section 10.02, the amendment or waiver shall bind each such Holder who
has consented to it and every subsequent Holder of a Security that evidences
the same indebtedness as the Security of the consenting Holder.


 


Section 10.04.        Notation on or Exchange of Securities.
If an amendment, supplement or waiver changes the terms of any Security, the
Trustee may require the Holder thereof to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security of such series thereafter authenticated.
Alternatively, if the


 


47

















 


Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security of the same series and tenor that
reflects the changed terms.


 


Section 10.05.        Trustee to Sign Amendments, Etc..
The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article 10 is
authorized or permitted by this Indenture, stating that all requisite consents
have been obtained or that no consents are required and stating that such
supplemental indenture constitutes the legal, valid and binding obligation of
the Company and the Guarantor, enforceable against the Company and the
Guarantor in accordance with its terms, subject to customary exceptions.
Subject to the preceding sentence, the Trustee shall sign such amendment,
supplement or waiver if the same does not adversely affect the rights of the
Trustee. The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver that affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 


Section 10.06.        Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to this Article 10 shall conform
to the requirements of the Trust Indenture Act as then in effect.


 


ARTICLE
11



MISCELLANEOUS


 


Section 11.01.        Trust Indenture Act of 1939. This
Indenture shall incorporate and be governed by the provisions of the Trust
Indenture Act that are required to be part of and to govern indentures qualified
under the Trust Indenture Act.


 


Section 11.02.        Notices. Any notice or
communication shall be sufficiently given if written and (a) if delivered in
person, when received or (b) if mailed by first class mail, 5 days after
mailing, or (c) as between any two of the Company, the Guarantor and the
Trustee if sent by facsimile transmission, when transmission is confirmed, in
each case addressed as follows:


 


if to the Company:


 


Credit Suisse Group Finance
(Luxembourg) S.A.

56, Grand-Rue


L-1660 Luxembourg

Facsimile No.:  +352-46-00-11-1




with a copy to the Guarantor
at the address indicated below


 


48

















 


if to the Guarantor:


 


Credit Suisse Group

Paradeplatz 8, P.O. Box 1

CH 8070 Zurich, Switzerland

Facsimile No.:  +41-44-210-2120

Attention:  General Counsel


 


if to the Trustee:


 


JPMorgan Chase Bank, N.A.

4 New York Plaza

15th Floor

New York, New York 10004

Attention: Worldwide Securities Services 

Facsimile No.: (212) 623-6883


 


The Company, the Guarantor
or the Trustee by written notice to the other may designate additional or
different addresses for subsequent notices or communications.


 


Any notice or communication
shall be sufficiently given to Holders of any Unregistered Securities by
publication at least once in an Authorized Newspaper in The City of New York
and at least once in an Authorized Newspaper in London, and by mailing to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as
were so furnished to the Trustee and to Holders of Registered Securities by
mailing to such Holders at their addresses as they shall appear on the Security
Register. Notice mailed shall be sufficiently given if so mailed within the
time prescribed. Copies of any such communication or notice to a Holder shall
also be mailed to the Trustee and each Agent at the same time.


 


Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. Except as otherwise provided in this Indenture,
if a notice or communication is mailed in the manner provided in this Section
11.02, it is duly given, whether or not the addressee receives it.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.


 


In case it shall be
impracticable to give notice as herein contemplated, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


Section 11.03.        Certificate and Opinion as to
Conditions Precedent. Upon any request or application by the Company or the
Guarantor to the Trustee to take any action under this Indenture, the Company
or the Guarantor, as the case may be, shall furnish to the Trustee:


 


49

















 


(a)           an Officers’ Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and


 


(b)           an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.


 


Section 11.04.        Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:


 


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


 


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


 


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


 


(d)           a statement as to whether or not, in the opinion of each
such person, such condition or covenant has been complied with; provided,
however, that, with respect to matters of fact, an Opinion of Counsel
may rely on an Officers’ Certificate or certificates of public officials.


 


Section 11.05.        Evidence of Ownership. The
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may deem and treat the Holder of any Unregistered Security and
the Holder of any coupon as the absolute owner of such Unregistered Security or
coupon (whether or not such Unregistered Security or coupon shall be overdue)
for the purpose of receiving payment thereof or on account thereof and for all
other purposes, and neither the Company, the Guarantor, the Trustee, nor any
agent of the Company, the Guarantor or the Trustee shall be affected by any
notice to the contrary. The fact of the holding by any Holder of an
Unregistered Security, and the identifying number of such Security and the date
of his holding the same, may be proved by the production of such Security or by
a certificate executed by any trust company, bank, banker or recognized
securities dealer wherever situated satisfactory to the Trustee, if such
certificate shall be deemed by the Trustee to be satisfactory.


 


Each such certificate shall
be dated and shall state that on the date thereof a Security bearing a
specified identifying number was deposited with or exhibited to such trust
company, bank, banker or recognized securities dealer by the person named in
such certificate. Any such certificate may be issued in respect of one or more
Unregistered Securities specified therein. The holding by the person named in
any such certificate of any Unregistered Securities specified therein shall be
presumed to continue for a period of one year from the date of such certificate
unless at the time of any determination of such holding (a) another certificate
bearing a later date issued in respect of the same Securities shall be produced
or (b) the Security specified in such certificate shall be produced by some
other Person, or (c) the Security specified


 


50

















 


in such certificate shall
have ceased to be outstanding. Subject to Article 8, the fact and date of the
execution of any such instrument and the amount and numbers of Securities held
by the Person so executing such instrument may also be proven in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in any other manner which the Trustee may deem sufficient.


 


The Company, the Guarantor,
the Trustee and any agent of the Company, the Guarantor, or the Trustee may
deem and treat the person in whose name any Registered Security shall be
registered upon the Security Register for such series as the absolute owner of
such Registered Security (whether or not such Registered Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the Principal of and,
subject to the provisions of this Indenture, interest on such Registered
Security and for all other purposes; and neither the Company, the Guarantor,
the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be
affected by any notice to the contrary.


 


Section 11.06.        Rules by Trustee, Paying Agent or
Registrar. The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Paying Agent or Registrar may make reasonable rules for
its functions.


 


Section 11.07.        Payment Date other than a Business
Day. If any date for payment of Principal or interest on any Security shall
not be a Business Day at any place of payment, then payment of Principal of or
interest on such Security, as the case may be, need not be made on such date,
but may be made on the next succeeding Business Day at any place of payment
with the same force and effect as if made on such date and no interest shall
accrue in respect of such payment for the period from and after such date.


 


Section 11.08.        Governing Law. The laws of the
State of New York (without regard to conflicts of laws principles thereof)
shall govern this Indenture, the Guarantee and the Securities.


 


Section 11.09.        No Adverse Interpretation of Other
Agreements. This Indenture may not be used to interpret another indenture
or loan or debt agreement of the Company, the Guarantor or any Subsidiary of
the Company or the Guarantor. Any such indenture or agreement may not be used
to interpret this Indenture.


 


Section 11.10.        Successors. All agreements of the
Company and the Guarantor in this Indenture, the Guarantee and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture
shall bind its successors.


 


Section 11.11.        Duplicate Originals. The parties
may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.


 


Section 11.12.        Separability. In case any
provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


51

















 


Section 11.13.        Table of Contents, Headings, Etc..
The Table of Contents and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.


 


Section 11.14.        Incorporators, Stockholders, Officers
and Directors of Company Exempt from Individual Liability. No recourse
under or upon any obligation, covenant or agreement contained in this Indenture
or any indenture supplemental hereto, or in any Security or any coupons
appertaining thereto, or because of any indebtedness evidenced thereby, shall
be had against any incorporator, as such, or against any past, present or
future stockholder, officer, director or employee, as such, of the Company, of
the Guarantor or of any successor, either directly or through the Company, the
Guarantor or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of the Securities and the coupons appertaining thereto by the
holders thereof and as part of the consideration for the issue of the
Securities and the coupons appertaining thereto.


 


Section 11.15.        Judgment Currency. The Company
and the Guarantor severally agree, to the fullest extent that they may
effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum due in
respect of the Principal of or interest on the Securities of any series (the
“Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a Business
Day in The City of New York, then, to the extent permitted by applicable law,
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the Business Day in The City of
New York preceding the day on which a final unappealable judgment is entered
and (b) their obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to
the extent that such tender or recovery shall result in the actual receipt, by
the payee, of the full amount of the Required Currency expressed to be payable
in respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture.


 


52

















 


SIGNATURES


 


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


 


	
   

  	
  CREDIT SUISSE GROUP
  FINANCE

  (LUXEMBOURG) S.A.,

  as the Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE GROUP,

  as the Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


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