Exhibit 4.21


 


[FORM
OF]


COMPANY
PREFERRED SECURITIES


SUBORDINATED
GUARANTEE AGREEMENT


 


 


CREDIT
SUISSE GROUP


 


AS THE
GUARANTOR


 


 


DATED AS OF [                ]


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS AND INTERPRETATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions and Interpretation

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  TRUST INDENTURE ACT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Trust Indenture Act; Application

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Lists of Holders of Securities

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Reports by the Guarantee Trustee

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Periodic Reports to Guarantee Trustee

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Evidence of Compliance with Conditions Precedent

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Events of Default; Waiver

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Event of Default; Notice

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
  Rights of Holders

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
  Conflicting Interests

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Powers, Duties and Rights of Guarantee Trustee

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  Certain Rights of Guarantee Trustee

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
  Not Responsible for Recitals or Issuance of
  Guarantee

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  GUARANTEE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Guarantee Trustee; Eligibility

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Appointment, Removal and Resignation of Guarantee
  Trustee

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Guarantee

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Delivery of Guarantor Certificate

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Waiver of Notice and Demand

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
  Obligations Not Affected

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 4.05.

  	
  Action Against Guarantor

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 4.06.

  	
  Independent Obligations

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 4.07.

  	
  Taxes

  	
  17

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 4.08.

  	
  Rights Not Separately Transferable

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  LIMITATIONS OF TRANSACTIONS;
  RANKING

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Limitation of Transactions

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Ranking

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Termination

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Exculpation

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Indemnification

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Successors and Assigns

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Amendments

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Judgment Currency Indemnity

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Assignment of the Guarantor

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Notices

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 8.06.

  	
  Governing Law

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 8.07.

  	
  Submission to Jurisdiction

  	
  25

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A Form of Guarantor’s
  Certificate

  	
   

  



 


ii

















 


CROSS-REFERENCE TABLE(1)


 


	
  Section of Trust Indenture Act

  	
   

  	
   

  	
   

  
	
  of 1939, as amended

  	
   

  	
  Section of Guarantee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(a)

  	
   

  	
  3.01(a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(b)

  	
   

  	
  2.09, 3.01(c)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(c)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  311(a)

  	
   

  	
  2.02(b)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  311(b)

  	
   

  	
  2.02(b)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  311(c)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  312(a)

  	
   

  	
  2.02(a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  312(b)

  	
   

  	
  2.02(b)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  313

  	
   

  	
  2.03

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(a)

  	
   

  	
  2.04

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(b)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(c)

  	
   

  	
  2.05

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(d)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(e)

  	
   

  	
  2.05

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  314(f)

  	
   

  	
  Inapplicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  315(a)

  	
   

  	
  2.10(c), 2.10(d)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  315(b)

  	
   

  	
  2.07

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  315(c)

  	
   

  	
  2.10(c)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  315(d)

  	
   

  	
  2.10(d)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  316(a)

  	
   

  	
  2.08

  	
   

  



 






(1) This
Cross-Reference Table does not constitute part of the Guarantee and shall not
affect the interpretation of any of its terms or provisions.


 


iii

















 


This COMPANY PREFERRED SECURITIES SUBORDINATED
GUARANTEE AGREEMENT (this “Guarantee”), dated as of [        ],
is executed and delivered by CREDIT SUISSE GROUP, a company organized under the
laws of Switzerland, with its principal executive office in Zurich, Switzerland
(together with its successors, the “Guarantor”), and JPMORGAN CHASE
BANK, N.A., in its capacity as Guarantee Trustee (as defined herein), for the benefit
of the Holders (as defined herein) from time to time of the Company Preferred Securities
(as defined herein) of [Credit Suisse Group Capital (Delaware) LLC [        ],
a Delaware limited liability company] [Credit Suisse Group Capital (Guernsey) [       ]
Limited, a Guernsey limited company] (together with its successors, the “Company”).


 


WITNESSETH


 


WHEREAS, pursuant to the Company Securities Agreement
(as defined herein) the Company is issuing on the date hereof its [                        ],
having an aggregate liquidation preference of $[                        ],
representing preferred [limited liability] company interests in the Company
(the “Company Preferred Securities”); and


 


WHEREAS, in order to induce the Holders from time to
time to purchase the Company Preferred Securities, the Guarantor desires
irrevocably and unconditionally to agree, to the extent set forth herein, to
pay to the Holders from time to time of the Company Preferred Securities the
Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the purchase by
the Holders from time to time of Company Preferred Securities, which purchase
the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes
and delivers this Guarantee for the benefit of the Holders from time to time of
the Company Preferred Securities.


 


ARTICLE I



DEFINITIONS AND INTERPRETATIONS


 


Section 1.01.                             Definitions
and Interpretation. In this Guarantee, unless the context otherwise
requires:


 


(a)                                  capitalized
terms used but not defined herein have the meanings assigned to them in the
Company Securities Agreement;


 


(b)                                 a
term defined anywhere in this Guarantee has the same meaning throughout;


 


(c)                                  all
references to “the Guarantee” or “this Guarantee” are to this Guarantee as
modified, supplemented or amended from time to time;


 


(d)                                 all
references in this Guarantee to Articles and Sections are to Articles and
Sections of this Guarantee, unless otherwise specified; and


 


(e)                                  a
reference to the singular includes the plural and vice versa.


 


1

















 


“Additional Amounts” means an amount paid as
further Dividends to the extent set forth in the Company Securities Agreement.


 


“Affiliate” means, with respect to any
specified Person, any other Person that directly or indirectly controls or is
controlled by, or is under common control with, such specified Person.


 


“Assets” means the total assets of the
Guarantor, on a consolidated basis, as shown in the latest published audited
balance sheet of the Guarantor, all valued in such a manner as the Guarantor or
any liquidator (as the case may be) may determine and calculated in accordance
with U.S. GAAP or any other accounting principles that the Guarantor may use to
prepare its financial statements in the future.


 


“Authorized Officer” of a Person means any
Person that is authorized to bind such Person.


 


“Bankruptcy Event” has the meaning assigned to
it in the Company Securities Agreement.


 


“Base Liquidation Amount” means, with respect
to each $[1,000] liquidation preference of Company Preferred Securities at any
date, an amount equal to the liquidating distributions in respect of the
Company Preferred Securities determined as set forth in the Company Securities
Agreement.


 


“Business Day” means any day that is not a
Saturday or Sunday and that is not a day on which banking institutions are
generally authorized or obligated by law, regulation or executive order to
close in the City of New York [or [insert
other jurisdictions]].


 


“Company” has the meaning assigned to it in the
preamble to this Guarantee.


 


“Company Common Securities” means the
securities of the Company representing the [common limited liability company
interests in][ordinary shares of] the Company.


 


“Company Preferred Securities” has the meaning
assigned to it in the first recital to this Guarantee.


 


“Company Securities Agreement” means the [LLC
Agreement][Memorandum and Articles of Association].


 


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


 


“Corresponding Amount” means, (i) for each
$[1,000] liquidation amount of Trust Preferred Securities, $[1,000] liquidation
preference of Company Preferred Securities and (ii) for each $[1,000]
liquidation preference of Company Preferred Securities, $[1,000] liquidation
amount of Trust Preferred Securities.


 


2

















 


“Covered Person” means any Holder or beneficial
owner of Company Preferred Securities [if
the Trust is the initial holder of the Company Preferred Securities insert:
(and any Holder or beneficial owner of the Trust Preferred Securities)].


 


“Credit Suisse Group Senior Liabilities” has
the meaning assigned to it in Section 5.02(a).


 


“Dividend Payment Date” has the meaning
assigned to it in the Company Securities Agreement.


 


“Dividend Period” means each period beginning
on the date of original issuance of the Company Preferred Securities or on a
Dividend Payment Date and ending on the day that precedes the next succeeding
Dividend Payment Date.


 


“Dividend Rate” has the meaning assigned to it
in the Company Securities Agreement.


 


“Dividends” means distributions on the Company
Preferred Securities in the amounts and in the manner set forth in the Company
Securities Agreement.


 


“Eligible Investments” has the meaning assigned
to it in the Company Securities Agreement.


 


“Event of Default” means a default by the
Guarantor on any of its payment or other obligations under this Guarantee.


 


“Guarantee” has the meaning set forth in the
preamble to this Guarantee.


 


“Guarantee Additional Amounts” has the meaning
set forth in Section 4.07.


 


“Guarantee Payments” has the meaning assigned
to it in Section 4.01.


 


“Guarantee Trustee” means JPMorgan Chase Bank,
N.A., a national banking association, and its successors, in its capacity as
trustee under this Guarantee, until a Successor Guarantee Trustee has been
appointed and has accepted such appointment pursuant to the terms of this
Guarantee by executing a counterpart hereof and becoming a party hereto, and
thereafter means each such Successor Guarantee Trustee.


 


“Guarantor” has the meaning assigned to it in
the preamble to this Guarantee.


 


“Guarantor Certificate” has the meaning
assigned to it in Section 4.02.


 


“Holder” means any holder, as registered on the
books and records of the Company or the Trust, of Company Preferred Securities
or Trust Preferred Securities, as the case may be; provided, however,
that, in determining whether the holders of the requisite percentage of Company
Preferred Securities or Trust Preferred Securities, as the case may be, have
given any request, notice, consent or waiver hereunder, “Holder” shall
not include the Guarantor or any Affiliate of the Guarantor (other than the
Trust).


 


3

















 


“Indemnified Person” means the Guarantee
Trustee, any Affiliate of the Guarantee Trustee, or any officer, director,
shareholder, member, partner, employee, representative, nominee, custodian or
agent of the Guarantee Trustee.


 


[“Initial Holder” means the Trust as the
initial holder of the Company Preferred Securities.]


 


“Initial Subordinated Notes” means the [                    ]%
subordinated notes due [         ]
of the Guarantor or one of its branches or subsidiaries.


 


“Investment Company Act” means the U.S.
Investment Company Act of 1940, as amended from time to time, or any successor
legislation.


 


“Liabilities” means the total liabilities of
the Guarantor, on a consolidated basis, excluding shareholders’ equity, as
shown in the latest published audited balance sheet of the Guarantor, all
valued in such a manner as the Guarantor or any liquidator (as the case may be)
may determine and calculated in accordance with U.S. GAAP or any other
accounting principles that the Guarantor may use to prepare its financial
statements in the future.


 


“Liquidation Distribution” means, with respect
to each $[1,000] liquidation preference of Company Preferred Securities, an
amount equal to the lesser of (i) the Base Liquidation Amount and (ii) an
amount calculated as (A) the amount of remaining assets of the Guarantor
determined to be available for distribution in respect of this Guarantee, the
Parity Preferred Shares and the Parity Guarantees in any insolvency of the
Guarantor, without giving effect to any distributions hereunder or under the
terms of any Parity Guarantees, multiplied by (B) a fraction, (x) the numerator
of which is the Base Liquidation Amount as of the date the liquidation of the
Guarantor commenced (whether as a result of a Bankruptcy Event or otherwise),
and (y) the denominator of which is the aggregate principal or face amount of
all claims, without duplication, under the Company Preferred Securities
(determined as if the Company Preferred Securities were Parity Preferred Shares),
the Parity Preferred Shares and the Parity Guarantees determined to be payable
out of such remaining assets of the Guarantor.


 


[“LLC Agreement” means the Amended and Restated
Limited Liability Company Agreement of the Company dated as of [                   ]
among the initial holder of the Company Common Securities, the Guarantor and
the persons who may from time to time become securityholders of the Company, as
amended, modified or supplemented from time to time.]


 


“Majority (or other stated percentage) in liquidation
preference of the Company Preferred Securities” means, except as provided by
the Trust Indenture Act, a vote by the Holder(s) of more than 50% (or other
stated percentage) of the aggregate liquidation preference (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Dividends to the date upon which the voting percentages are
determined) of all Company Preferred Securities, voting as a class.


 


[“Memorandum and Articles of Association” means
the Memorandum and Articles of Association of the Company among the initial
holder of the Company Common Securities and the persons who may from time to
time become securityholders of the Company, as amended, modified or
supplemented from time to time.]


 


4

















 


“Officers’ Certificate” means, with respect to
any Person, a certificate signed by two Authorized Officers of such Person.


 


“Parity Guarantee” means any guarantee issued
by the Guarantor from time to time of any equity preferred or preference shares
issued by any subsidiary of the Guarantor [(including the Trust)] from time to
time, if such guarantee ranks pari passu
with the Guarantor’s obligations under this Guarantee.


 


“Parity Preferred Shares” means the most senior
ranking equity preferred or preference shares (if any) outstanding and issued
by the Guarantor from time to time.


 


“Parity Securities” means, collectively, the
Parity Guarantees, the Parity Preferred Shares and the Parity Subsidiary Securities.


 


“Parity Subsidiary Securities” means any parity
securities issued by a subsidiary of the Guarantor from time to time that are
guaranteed by the Guarantor under a Parity Guarantee.


 


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


 


“Potential Securityholder” has the meaning
assigned to it in Section 5.01(d).


 


“Qualified Subsidiary” means a subsidiary of
the Guarantor which satisfies the conditions to be considered a “company
controlled by the parent company” under Rule 3a-5 of the Investment Company
Act, or any successor provision.


 


“Redemption Date” has the meaning assigned to
it in the Company Securities Agreement.


 


“Redemption Price” has the meaning assigned to
it in the Company Securities Agreement.


 


“Registrar” means any bank or trust company
appointed to register Company Preferred Securities and transfers thereof as
provided in the Company Securities Agreement, and shall initially be JPMorgan
Chase Bank, N.A.


 


“Relevant Jurisdiction” means Switzerland.


 


“Relevant Tax” means any present or future
taxes, duties, assessments or governmental charges of whatever nature, imposed
or levied by or on behalf of any Relevant Jurisdiction or any authority therein
or thereof having the power to tax.


 


“Responsible Officer” means, with respect to
the Guarantee Trustee, any officer within the Corporate Trust Office of the
Guarantee Trustee with direct responsibility for the administration of the
Guarantee, including any vice president, any assistant vice president, any
trust officer, any secretary, any assistant secretary, the treasurer, any
assistant treasurer or other officer of the Guarantee Trustee customarily
performing functions similar to those performed by


 


5

















 


any of the above designated officers and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of that officer’s knowledge of and familiarity
with the particular subject.


 


“Shares” means the shares of the Guarantor and
any other shares of the Guarantor’s capital stock ranking junior to the Parity
Preferred Shares, if any, in each case issued by the Guarantor from time to
time.


 


“Solvent” means (i) the Guarantor is able to
pay its debts as they fall due and (ii) the Guarantor’s Assets exceed its
Liabilities (other than its liabilities to persons who are not senior
creditors).


 


“Subordinated Notes” means the Initial
Subordinated Notes and any successor subordinated notes that may constitute the
assets of the Company.


 


“Successor Guarantee Trustee” means a successor
Guarantee Trustee possessing the qualifications to act as Guarantee Trustee
under Section 3.01.


 


[“Trust” means Credit Suisse Group Capital
(Delaware) Trust [     ], a Delaware statutory trust.]


 


[“Trust Agreement” means the Amended and
Restated Trust Agreement of Credit Suisse Group Capital (Delaware) Trust [       ],
dated as of [          ], as
from time to time amended, modified or supplemented, among the Company, as
grantor, Chase Bank USA, National Association, as trustee, and the holders from
time to time of the Trust Preferred Securities.]


 


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


 


[“Trust Preferred Securities” means [                 ]
issued by the Trust.]


 


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


 


ARTICLE II

TRUST INDENTURE ACT


 


Section 2.01.                             Trust
Indenture Act; Application.


 


(a)                                  This
Guarantee is subject to the provisions of the Trust Indenture Act that are
required to be part of this Guarantee and shall, to the extent applicable, be
governed by such provisions. A term defined in the Trust Indenture Act has the
same meaning when used in this Guarantee, unless otherwise defined in this
Guarantee or unless the context otherwise requires.


 


(b)                                 If
and to the extent that any provision of this Guarantee limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.


 


Section 2.02.                             Lists
of Holders of Securities.


 


6

















 


(a)                                  The
Guarantee Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of Company Preferred Securities. If the Guarantee Trustee is not the
Registrar, the Guarantor shall furnish to the Guarantee Trustee [at stated
intervals of not more than six months], and at such other times as the
Guarantee Trustee may request in writing, a list, in such form and as of such
date as the Guarantee Trustee may reasonably require, containing all the
information in the possession or control of the Registrar, the Guarantor or any
of its paying agents other than the Guarantee Trustee as to the names and
addresses of Holders of Company Preferred Securities.


 


(b)                                 The
Guarantee Trustee shall comply with its obligations under Sections 311(a),
311(b) and 312(b) of the Trust Indenture Act.


 


Section 2.03.                             Reports
by the Guarantee Trustee. Within 60 days after [May 1] of each year, the
Guarantee Trustee shall provide to the Holders of the Company Preferred
Securities [if the Trust is the Initial
Holder insert:  and for so
long as the Initial Holder is the Holder of the Company Preferred Securities,
also to the Holders of the Trust Preferred Securities], such reports as are
required by Section 313(a) of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee
Trustee shall also comply with the other requirements of Section 313 of the
Trust Indenture Act.


 


Section 2.04.                             Periodic
Reports to Guarantee Trustee. The Guarantor shall provide to the Guarantee
Trustee such documents, reports and information as required by Section 314 of the
Trust Indenture Act (if any) and shall provide, within [___] days after the end
of each of its fiscal years, the compliance certificate required by Section 314
of the Trust Indenture Act in the form and in the manner required by Section
314 of the Trust Indenture Act. Delivery of such reports, information and
documents to the Guarantee Trustee is for informational purposes only and the
Guarantee Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Guarantor’s compliance with any of its covenants
hereunder (as to which the Guarantee Trustee is entitled to rely exclusively on
Officers’ Certificates).


 


Section 2.05.                             Evidence
of Compliance with Conditions Precedent. The Guarantor shall provide to the
Guarantee Trustee such evidence of compliance with the conditions precedent, if
any, provided for in this Guarantee that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given
in the form of an Officers’ Certificate and shall include:


 


(a)                                  a
statement that each officer signing the Officers’ Certificate has read the covenant
or condition and the definition relating thereto;


 


(b)                                 a
brief statement of the nature and scope of the examination or investigation
undertaken by each officer in rendering the Officers’ Certificate;


 


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


 


7

















 


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


 


Section 2.06.                             Events
of Default; Waiver. The Holders of a Majority in liquidation preference of
the Company Preferred Securities may, by vote, on behalf of the Holders of all
of the Company Preferred Securities, waive any past Event of Default and its
consequences except an Event of Default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of each Holder
of Company Preferred Securities [if the
Trust is the Initial Holder, insert: 
and for so long as the Initial Holder is the Holder of the Company
Preferred Securities, also the consent of each Holder of Trust Preferred
Securities]]. Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.


 


Section 2.07.                             Event
of Default; Notice.


 


(a)                                  The
Guarantee Trustee shall, within 90 days after the occurrence of an Event of
Default, transmit by mail, first class postage prepaid, to the Holders of the
Company Preferred Securities [if the Trust
is the Initial Holder, insert: 
and for so long as the Initial Holder is the Holder of the Company
Preferred Securities, also to the Holders of the Trust Preferred Securities],
notices of all Events of Default actually known to a Responsible Officer of the
Guarantee Trustee, unless such defaults have been cured before the giving of
such notice; provided, that, the Guarantee Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the
Guarantee Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders of the Company Preferred Securities or Trust
Preferred Securities.


 


(b)                                 The
Guarantee Trustee shall not be deemed to have knowledge of any Event of Default
unless a Responsible Officer of the Guarantee Trustee shall have received
written notice, or a Responsible Officer of the Guarantee Trustee charged with
the administration of this Guarantee shall have obtained actual knowledge, of
such Event of Default.


 


8

















 


Section 2.08.                             Rights
of Holders.


 


(a)                                  The
Holders of a Majority in liquidation preference of the Company Preferred
Securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Guarantee Trustee in respect of
this Guarantee or exercising any trust or power conferred upon the Guarantee
Trustee under this Guarantee; provided, that, (1) such direction shall
not be in conflict with any rule of law or with this Guarantee, (2) the
Guarantee Trustee may take any other action deemed proper by the Guarantee
Trustee which is not inconsistent with such direction, and (3) subject to the
provisions of Section 2.10, the Guarantee Trustee shall have the right to
decline to follow any such direction if the Guarantee Trustee in good faith
shall, by a Responsible Officer or Officers of the Guarantee Trustee, determine
that the proceeding so directed would involve the Guarantee Trustee in personal
liability.


 


(b)                                 If
the Guarantee Trustee fails to enforce its rights under this Guarantee after a
Holder of Company Preferred Securities has made a written request, such Holder
of Company Preferred Securities may institute a legal proceeding directly against
the Guarantor to enforce the Guarantee Trustee’s rights under Article IV,
without first instituting a legal proceeding against the Company, the Guarantee
Trustee or any other person or entity. Notwithstanding the foregoing, if the
Guarantor has failed to make a Guarantee Payment, a Holder of Company Preferred
Securities may directly institute a proceeding in such Holder’s own name
against the Guarantor for enforcement of Article IV for such payment.


 


(c)                                  [If the Trust is the Initial Holder insert:  Notwithstanding any other provision of this
Agreement, for so long as the Trust is the Holder of any Company Preferred
Securities, any Holder of Trust Preferred Securities shall have the right, upon
the occurrence of an Event of Default, to institute a suit directly against the
Guarantor for enforcement of its payment and other obligations hereunder with
respect to a Corresponding Amount of Company Preferred Securities.]


 


Section 2.09.                             Conflicting
Interests. The [Trust Preferred Securities Subordinated Guarantee
Agreement] shall be deemed to be specifically described in this Guarantee for
the purposes of clause (i) of the first proviso contained in Section 310(b) of
the Trust Indenture Act.


 


Section 2.10.                             Powers,
Duties and Rights of Guarantee Trustee.


 


(a)                                  This
Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders
of the Company Preferred Securities [if the
Trust is the Initial Holder, insert: 
and for so long as the Initial Holder is the Holder of the Company
Preferred Securities, also the benefit of the Holders of the Trust Preferred
Securities], and the Guarantee Trustee shall not transfer this Guarantee to any
Person except a Holder of Company Preferred Securities exercising his or her
rights pursuant to Section 2.08(b) or to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee. The right, title and interest of the Guarantee
Trustee shall automatically vest in any Successor Guarantee Trustee, and such vesting
and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.


 


9

















 


(b)                                 If
an Event of Default actually known to a Responsible Officer of the Guarantee
Trustee has occurred and is continuing, the Guarantee Trustee shall be entitled
to enforce this Guarantee for the benefit of the Holders of the Company
Preferred Securities [if the Trust is the
Initial Holder, insert:  and
for so long as the Initial Holder is the Holder of the Company Preferred
Securities, also the benefit of the Holders of the Trust Preferred Securities].


 


(c)                                  The
Guarantee Trustee, before the occurrence of any Event of Default and after the
curing or waiver of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee, and no implied covenants shall be read into this Guarantee against
the Guarantee Trustee. In case an Event of Default has occurred (that has not
been cured or waived pursuant to Section 2.06 and is actually known to a
Responsible Officer of the Guarantee Trustee), the Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Guarantee, and use
the same degree of care and skill in its exercise thereof, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.


 


(d)                                 No
provision of this Guarantee shall be construed to relieve the Guarantee Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that:


 


(i)                                     prior
to the occurrence of any Event of Default and after the curing or waiving of
all such Events of Default that may have occurred:


 


(A)                              the
duties and obligations of the Guarantee Trustee shall be determined solely by
the express provisions of this Guarantee, and the Guarantee Trustee shall not
be liable except for the performance of such duties and obligations as are
specifically set forth in this Guarantee, and no implied covenants or
obligations shall be read into this Guarantee against the Guarantee Trustee;
and


 


(B)                                in
the absence of bad faith on the part of the Guarantee Trustee, the Guarantee
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Guarantee Trustee and conforming to the requirements
of this Guarantee; provided that in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Guarantee (but need not confirm or investigate the accuracy of any
mathematical calculations or other facts stated therein);


 


(ii)                                  the
Guarantee Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer of the Guarantee Trustee, unless it shall be
proved that the Guarantee Trustee was negligent in ascertaining the pertinent
facts upon which such judgment was made;


 


10

















 


(iii)                               the Guarantee Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders of a Majority
in liquidation amount of the Company Preferred Securities relating to the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee, or the exercise of any trust or power conferred upon the
Guarantee Trustee under this Guarantee; and


 


(iv)                              no
provision of this Guarantee shall require the Guarantee Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if the Guarantee Trustee shall have reasonable grounds for believing
that the repayment of such funds or liability, or indemnity, satisfactory to
the Guarantee Trustee, against such expense, risk or liability, is not assured
to it under the terms of this Guarantee.


 


Section 2.11.                             Certain
Rights of Guarantee Trustee.


 


(a)                                  Subject
to the provisions of Section 2.10:


 


(i)                                     the
Guarantee Trustee may conclusively rely, and shall be fully protected in acting
or refraining from acting upon, any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
(whether in its original or facsimile form) believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties;


 


(ii)                                  any
direction or act of the Guarantor contemplated by this Guarantee shall be
sufficiently evidenced by an Officers’ Certificate;


 


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


 


(iv)                              the
Guarantee Trustee shall have no duty to see to any recording, filing or
registration of any instrument (or any rerecording, refiling or registration
thereof) except as required in the administration of this Guarantee;


 


(v)                                 the
Guarantee Trustee may, at the expense of the Guarantor, consult with counsel of
its selection, and the advice or opinion of such counsel with respect to legal
matters shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion. Such counsel may be counsel to the
Guarantor or the Guarantee Trustee or any of their Affiliates and may include
any of their employees. The Guarantee Trustee shall have the right at any time
to seek instructions concerning the administration of this Guarantee from any
court of competent jurisdiction;


 


11

















 


(vi)                              the
Guarantee Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Guarantee at the request or direction of any
Holder, unless such Holder shall have provided to the Guarantee Trustee such
security and indemnity, satisfactory to the Guarantee Trustee, against the
costs, expenses (including attorneys’ fees and expenses and the expenses of the
Guarantee Trustee’s agents, nominees or custodians) and liabilities that might
be incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Guarantee Trustee; provided,
that nothing contained in this Section 2.11(a)(vi) shall be taken to relieve
the Guarantee Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Guarantee;


 


(vii)                           the Guarantee Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Guarantee Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit but shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation;


 


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


 


(ix)                                any
action taken by the Guarantee Trustee or its agents hereunder shall bind the
Holders of the Company Preferred Securities [if
the Trust is the Initial Holder, insert:  and for so long as the Initial Holder is the
Holder of the Company Preferred Securities, also the Holders of the Trust Preferred
Securities], and the signature of the Guarantee Trustee or its agents alone
shall be sufficient and effective to perform any such action. No third party
shall be required to inquire as to the authority of the Guarantee Trustee to so
act or as to its compliance with any of the terms and provisions of this
Guarantee, both of which shall be conclusively evidenced by the Guarantee
Trustee or its agent taking such action;


 


(x)                                   whenever
in the administration of this Guarantee the Guarantee Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right
or taking any other action hereunder, the Guarantee Trustee (i) may request
written instructions from the Holders of a Majority in liquidation preference
of the Company Preferred Securities, (ii) may refrain from enforcing such
remedy or right or taking such other action until such written instructions are
received and (iii) shall be protected in conclusively relying on or acting in
accordance with such written instructions; and


 


(xi)                                the
Guarantee Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Guarantee. No provision of this Guarantee shall be deemed to impose any
duty or obligation on the


 


12

















 


Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty.


 


Section 2.12.                             Not
Responsible for Recitals or Issuance of Guarantee. The recitals contained
in this Guarantee shall be taken as the statements of the Guarantor, and the
Guarantee Trustee does not assume any responsibility for their correctness. The
Guarantee Trustee makes no representation as to the validity or sufficiency of
this Guarantee.


 


ARTICLE III

GUARANTEE TRUSTEE


 


Section 3.01.                             Guarantee
Trustee; Eligibility.


 


(a)                                  There
shall at all times be a Guarantee Trustee which shall:


 


(i)                                     not
be an Affiliate of the Guarantor; and


 


(ii)                                  be
a corporation organized and doing business under the laws of the United States
of America or any state or territory thereof or of the District of Columbia,
and be permitted by the Securities and Exchange Commission to act as an
institutional trustee under the Trust Indenture Act, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000), and subject to supervision or
examination by federal, state, territorial or District of Columbia authority. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the supervising or examining authority referred
to above, then, for the purposes of this Section 3.01(a)(ii), the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.


 


(b)                                 If
at any time the Guarantee Trustee shall cease to be eligible to so act under
Section 3.01(a), the Guarantee Trustee shall immediately resign in the manner
and with the effect set out in Section 3.02(c).


 


(c)                                  If
the Guarantee Trustee has or shall acquire any “conflicting interest” within
the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee
and Guarantor shall in all respects comply with the provisions of Section
310(b) of the Trust Indenture Act, subject to the penultimate paragraph
thereof.


 


13

















 


Section 3.02.                             Appointment,
Removal and Resignation of Guarantee Trustee


 


(a)                                  Subject
to Section 3.02(b), the Guarantee Trustee may be appointed or removed without
cause at any time by the Guarantor except during an Event of Default.


 


(b)                                 The
Guarantee Trustee shall not be removed in accordance with Section 3.02(a) until
a Successor Guarantee Trustee has been appointed and has accepted such appointment
by written instrument executed by such Successor Guarantee Trustee and
delivered to the Guarantor.


 


(c)                                  The
Guarantee Trustee shall hold office until a Successor Guarantee Trustee shall
have been appointed or until its removal or resignation. The Guarantee Trustee
may resign from office (without need for prior or subsequent accounting) by an
instrument in writing executed by the Guarantee Trustee and delivered to the
Guarantor, which resignation shall not take effect until a Successor Guarantee Trustee
has been appointed and has accepted such appointment by instrument in writing
executed by such Successor Guarantee Trustee and delivered to the Guarantor and
the resigning Guarantee Trustee.


 


(d)                                 If
no Successor Guarantee Trustee shall have been appointed and accepted
appointment as provided in this Section 3.02 within 60 days after delivery of
an instrument of removal or resignation, the Guarantee Trustee resigning or
being removed may petition, at the expense of the Guarantor, any court of competent
jurisdiction for appointment of a Successor Guarantee Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Successor Guarantee Trustee.


 


(e)                                  No
Guarantee Trustee shall be liable for the acts or omissions to act of any
Successor Guarantee Trustee.


 


(f)                                    Upon
termination of this Guarantee or removal or resignation of the Guarantee
Trustee pursuant to this Section 3.02, and before the appointment of any
Successor Guarantee Trustee, the Guarantor shall pay to the Guarantee Trustee
all amounts to which it is entitled to the date of such termination, removal or
resignation.


 


ARTICLE IV

GUARANTEE


 


Section 4.01.                             Guarantee.


 


(a)                                  The
Guarantor irrevocably and unconditionally, on a subordinated basis as provided
in Section 5.02, agrees with the Guarantee Trustee and the Holders from time to
time of the Company Preferred Securities [if
the Trust is the Initial Holder, insert:  and the Initial Holder], subject to the
limitations set forth in this Guarantee, to pay in full to the Holders, whether
such rights under this Guarantee are asserted by the Guarantee Trustee or
directly by any such Holder (without duplication of amounts theretofore paid to
the Holders by the Company), regardless of any defense, right of set-off or
counterclaim that the Company may have or assert:


 


(i)                                     on
each Dividend Payment Date, Dividends due and payable on the Company Preferred
Securities in the amounts and in the manner set forth in the Company Securities
Agreement;


 


14

















 


(ii)                                  on
each Redemption Date, the Redemption Price for each Company Preferred Security called for redemption by the Company;


 


(iii)                               upon any voluntary or
involuntary dissolution, liquidation or winding up of the Company, the Liquidation
Distribution payable; and


 


(iv)                              any
Additional Amounts payable by the Company with respect to the payment set forth
in clauses (i) through (iii), above, under the Company Securities Agreement
(collectively, the “Guarantee Payments”);


 


provided that, if a Bankruptcy Event
has occurred as to the Guarantor, the Guarantee Payments payable under clause
(i), (ii) and (iii) above of this Section 4.01(a) shall be an amount equal to
the lesser of (A) the aggregate amount of Guarantee Payments pursuant to such
clause of this Section 4.01(a) without giving effect to this proviso and (B) an
amount calculated as (1) the remaining assets of the Guarantor in the related
bankruptcy or insolvency proceeding after satisfaction of all claims which, as
a matter of law, are prior to those of holders of this Guarantee or any Parity
Guarantee multiplied by (2) a fraction, (x) the numerator of which is the
aggregate amount of Guarantee Payments pursuant to such clause of this Section
4.01(a) without giving effect to this proviso and (y) the denominator of which
is the aggregate principal or face amount of all claims under this Guarantee
and the Parity Guarantees. All Guarantee Payments shall include interest
accrued on such Guarantee Payments, at a rate per annum equal to the stated
Dividend Rate of the Company Preferred Securities, since the date of the claim
asserted under this Guarantee relating to such Guarantee Payments.


 


(b)                                 The
Guarantor’s obligation to make any of the payments listed in (i) and (ii) of
subsection (a) above may be satisfied by direct payment of the required amounts
by the Guarantor to the Holders or by causing the Company to pay such amounts
to the Holders.


 


Section 4.02.                             Delivery
of Guarantor Certificate. As of each (x) Dividend Payment Date with respect
to which the Company has not paid the full amount of Dividends at the Dividend
Rate payable as contemplated by clause (i) of Section 4.01(a) or (y) Redemption
Date with respect to which the Company has not paid the Redemption Price in
full, the Guarantor shall deliver an Officers’ Certificate to the Guarantee
Trustee within five Business Days after such Dividend Payment Date or
Redemption Date, as applicable, substantially in the form attached as Exhibit A
(the “Guarantor Certificate”).


 


Section 4.03.                             Waiver
of Notice and Demand. The Guarantor hereby waives notice of acceptance of
this Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first
against the Company or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.


 


Section 4.04.                             Obligations
Not Affected. The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:


 


15

















 


(a)                                  the
release or waiver, by operation of law or otherwise, of the performance or
observance by the Company of any express or implied agreement, covenant, term
or condition relating to the Company Preferred Securities to be performed or
observed by the Company;


 


(b)                                 the
extension of time for the payment by the Company of all or any portion of the
Dividends, Redemption Price, Liquidation Distribution or any other sums payable
under the terms of the Company Preferred Securities or the extension of time
for the performance of any other obligation under, arising out of, or in
connection with, the Company Preferred Securities; provided that nothing
in this Guarantee shall affect or impair any valid extension;


 


(c)                                  any
failure, omission, delay or lack of diligence on the part of the Holders of the
Company Preferred Securities [if the Trust
is the Initial Holder, insert: 
(or so long as the Initial Holder is the Holder of the Company Preferred
Securities, on the part of the Holders of the Trust Preferred Securities)] to
enforce, assert or exercise any right, privilege, power or remedy conferred on
such Holders pursuant to the terms of the Company Preferred Securities [(or
Trust Preferred Securities, as applicable)] or any action on the part of the
Company [(or the Trust, if applicable)] granting indulgence or extension of any
kind;


 


(d)                                 the
voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other
similar proceedings affecting, the Company or any of the assets of the Company;


 


(e)                                  any
invalidity of, or defect or deficiency in, the Company Preferred Securities;


 


(f)                                    the
settlement or compromise of any obligation guaranteed hereby or hereby
incurred; or


 


(g)                                 any
other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a guarantor, it being the intent of this
Section 4.04 that the obligations of the Guarantor hereunder shall be absolute
and unconditional under any and all circumstances.


 


There shall be no obligation of the Holders to give
notice to, or obtain consent of, the Guarantor with respect to the happening of
any of the foregoing.


 


Section 4.05.                             Action
Against Guarantor. The Guarantor waives any right or remedy to require that
any action be brought first against the Company or any other person or entity
before proceeding directly against the Guarantor.


 


Section
4.06.                             Independent
Obligations. The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Company with respect to the Company
Preferred Securities, and that the Guarantor shall be liable as principal and
as debtor hereunder to make Guarantee Payments pursuant to the terms of this
Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 4.04. It is further
understood that all rights of a Holder of a Company Preferred Security (and if
and for so long as the Trust is the Holder of the Company Preferred Securities,
all rights of a Holder of a Trust Preferred Security) against the Guarantor
under this Guarantee, and all corresponding


 


16

















 


obligations of the Guarantor to such Holder, are
separate and independent of the rights and corresponding obligations between
the Guarantor and the respective other Holders of the Company Preferred
Securities or Trust Preferred Securities, as the case may be. This Guarantee is
a guarantee of payment and not of collection.


 


[If Guarantee
Additional Amounts will be payable insert:


 


Section 4.07.                             Taxes.
All payments in respect of the Guarantee Payments (including interest accrued
thereon, if any) by the Guarantor shall be made without withholding or
deduction for or on account of any Relevant Tax, unless the withholding or
deduction of such Relevant Tax is required by law. In that event, the Guarantor
shall pay, as further Guarantee Payments, such additional amounts as may be
necessary in order that the net amounts received by a Holder (or a third party
on its behalf) after such withholding or deduction for or on account of any
present or future tax, assessment or other governmental charge imposed upon or
as a result of such payment by the Relevant Jurisdiction will equal the amount
which would have been received in respect of the Guarantee Payments (including
interest accrued thereon, if any) in the absence of such withholding or
deduction (“Guarantee Additional Amounts”), except that no such
Guarantee Additional Amounts shall be payable to a Holder (or a third party on
its behalf) with respect to any Guarantee Payments (including interest accrued
thereon, if any),


 


(i) to the extent that such Relevant Tax is imposed or
levied by virtue of such Holder (or the beneficial owner of Company Preferred
Securities to which such Guarantee Payments relate) [(other than the Trust)]
having some connection with the Relevant Jurisdiction, other than being a
Holder of Company Preferred Securities (or beneficial owner of Company
Preferred Securities);


 


(ii) to the extent that such Relevant Tax is imposed
or levied by virtue of such Holder (or beneficial owner) [(other than the
Trust)] not having made a declaration of non-residence in, or other lack of
connection with, the Relevant Jurisdiction or any similar claim for exemption,
if the Guarantor or its agent has provided the Holder (or beneficial owner) of
such Company Preferred Securities or its nominee with at least 60 days’ prior
written notice of any opportunity to make such a declaration or claim;


 


(iii) more than 30 days after the date on which the
related payments on [the Trust Preferred Securities or] Company Preferred
Securities become due, except to the extent that the Holders (or beneficial
owners) of [the Trust Preferred Securities or] Company Preferred Securities
would have been entitled to such Guarantee Additional Amounts on the thirtieth
such day;


 


(iv) to the extent the withholding or deduction is
imposed on a payment to an individual and is required to be made pursuant to
the European Council Directive 2003/48/EC of June 3, 2003 on taxation of
savings income (the “EU Savings Tax Directive”) or any law or other
governmental regulation implementing or complying with, or introduced in order
to conform to, such EU Savings Tax Directive, or is required to be made
pursuant to the Agreement between the European Community and the Confederation
of Switzerland dated as of October 26, 2004 providing for measures equivalent
to those laid down in the EU Savings Tax Directive or any law or other governmental
regulation implementing or complying with, or introduced in order to conform
to, such agreement; or


 


17

















 


(v) to a Holder (or beneficial owner) who would have
been able to avoid such withholding or deduction of any Relevant Tax by
receiving such payment through another paying agent in a member state of the
European Union].


 


At least 10 days prior to
the first Dividend Payment Date and at least 10 days prior to each subsequent
Dividend Payment Date if there has been a change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Guarantor shall
furnish to the Guarantee Trustee an Officers’ Certificate instructing the
Guarantee Trustee as to whether any Guarantee Payment shall be made to Holders
without withholding or deduction for or on account of any Relevant Tax. If any
such withholding or deduction shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be
withheld or deducted on such payments to such Holders and shall certify the
fact that Guarantee Additional Amounts will be payable if a Guarantee Payment
is due and the amounts so payable to each Holder, and the Guarantor shall pay
to the Guarantee Trustee, in case a Guarantee Payment is due, the Guarantee
Additional Amounts required to be paid by this Section. The Guarantor covenants
to indemnify the Guarantee Trustee for, and to hold it harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on its part arising out of or in connection with actions taken or omitted by it
in reliance on any Officers’ Certificate furnished pursuant to this Section.]


 


[If Guarantee Additional Amounts are required to be
paid, insert provision permitting Guarantor to cause the Company Preferred
Securities to be redeemed.]


 


Section 4.08.                             Rights
Not Separately Transferable. This Guarantee is a guarantee for the benefit
of each Holder from time to time of Company Preferred Securities with respect
to each Company Preferred Security held by such Holder. Upon transfer of any
Company Preferred Securities to a third party, a Holder thereof shall no longer
have any rights hereunder with respect to such Company Preferred Securities. The
rights under this Guarantee with respect to a Company Preferred Security are
not separately transferable from such Company Preferred Security. [If the Trust is the Initial Holder, insert:  the Initial Holder hereby accepts the rights
under this Guarantee as initial purchaser and acquirer of the Company Preferred
Securities with the understanding that such rights shall be transferred by
operation of law to any subsequent Holder acquiring a Company Preferred
Security from the Initial Holder or from a subsequent Holder of Company Preferred
Securities.]


 


ARTICLE V

LIMITATIONS OF TRANSACTIONS; RANKING


 


Section 5.01.                             Limitation
of Transactions.


 


(a)                                  The
Guarantor, for so long as any Company Preferred Securities remain outstanding,
shall not issue any preferred or preference shares ranking senior on
liquidation to its obligations under this Guarantee or give any guarantee in
respect of any preferred securities or preferred or preference shares issued by
any of its subsidiaries if such guarantee would rank senior to this Guarantee,
unless this Guarantee is amended to give the Holders of the Company Preferred


 


18

















 


Securities such rights
and entitlements as are contained in or attached to such other guarantee so
that this Guarantee ranks pari passu
with such guarantee and pari passu
on liquidation with any declared dividend or declared liquidation payments of
such preferred or preference shares.


 


(b)                                 The
Guarantor shall pay all amounts required to be paid pursuant to this Guarantee
in respect of any Dividends on the Company Preferred Securities payable in
respect of the most recent Dividend Period prior to any dividend or other
payment (except dividends in the form of Shares) upon the Shares.


 


(c)                                  The
Guarantor, for so long as any Company Preferred Securities or Trust Preferred
Securities remain outstanding, shall not (i) issue any liquidation preference
participation rights (not being capital stock) ranking senior to or pari passu with the right to liquidation
payments under any Parity Preferred Shares, (ii) create, incur or permit to
exist any debt junior to its obligations under this Guarantee or (iii) create,
incur or permit to exist any debt that ranks pari
passu with this Guarantee, in each case unless such liquidation
preference participation rights or debt contains a provision substantially
similar to the proviso contained in Section 4.01(a).


 


(d)                                 The
Guarantor, for so long as any Company Preferred Securities or Trust Preferred
Securities remain outstanding, shall maintain, or shall cause any one or more
Qualified Subsidiaries (each, a “Potential Securityholder”) to maintain,
100% ownership of the Company Common Securities. The Guarantor may transfer or
permit the transfer of the Company Common Securities from one Potential
Securityholder to another Potential Securityholder; provided that prior
to such transfer it has received an opinion of a nationally recognized U.S. law
firm experienced in such matters to the effect that (A) [the Company will
continue to be treated as a partnership for U.S. federal income tax purposes
and such transfer will not cause the Company to be classified as an association
or publicly traded partnership taxable as a corporation for U.S. federal income
tax purposes,] (B) such transfer will not cause the Company [or the Trust] to
be required to register under the Investment Company Act and (C) such transfer
will not adversely affect the limited liability of the Holders of the Company
Preferred Securities [if the Trust is the
Initial Holder, insert:  (and
so long as the Initial Holder is the Holder of the Company Preferred
Securities, of the Holders of the Trust Preferred Securities)].


 


(e)                                  The
Guarantor, for so long as any Company Preferred Securities [or Trust Preferred
Securities] remain outstanding, (i) [shall use its commercially reasonable
efforts to ensure that the Company will not be an association or a publicly
traded partnership taxable as a corporation for U.S. federal income tax
purposes,] (ii) shall cause the Company to remain a limited [liability] company
and not to voluntarily dissolve, wind up, liquidate or be terminated, except as
permitted by the Company Securities Agreement and (iii) [if the Trust is the Initial Holder insert:  shall use its commercially reasonable efforts
to ensure that the Trust will not be classified as other than a grantor trust
for U.S. federal income tax purposes.]


 


(f)                                    The
Guarantor, for so long as any of the Company Preferred Securities are
outstanding, shall, to the fullest extent permitted by law, not permit, or take
any action to cause, the dissolution, liquidation, termination or winding up of
the Company, unless the Guarantor is itself in liquidation.


 


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(g)                                 [If the Trust is the Initial Holder, insert:  If the Company Preferred Securities are
distributed to Holders of Trust Preferred Securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of the Trust,
the Guarantor shall use its commercially reasonable efforts to cause the
Company Preferred Securities to be listed on such national or foreign
securities exchange or similar organization as the Trust Preferred Securities
are then listed or quoted on.]


 


Section 5.02.                             Ranking.


 


(a)                                  The
Guarantee will constitute a general and unsecured obligation of the Guarantor
and, in liquidation of the Guarantor, will rank, both as to payment and in
liquidation:


 


(i)                                     subordinate
and junior to all liabilities of the Guarantor (including those in respect of
bonds, notes and debentures and guarantees in respect thereof) that do not
expressly rank pari passu with
the obligations of the Guarantor under this Agreement; and


 


(ii)                                  senior
to the Shares and any other securities of the Guarantor expressed to rank
junior to the Parity Securities. The foregoing liabilities that rank senior to
the Guarantee are collectively called “Credit Suisse Group Senior
Liabilities.”  The Guarantee ranks
junior to the obligations of the Guarantor under the Subordinated Indenture
dated [             ]
among [                  ](2),
as the company, Credit Suisse Group, as the guarantor, and JPMorgan Chase Bank,
N.A., as the trustee, and the Subordinated Indenture dated [              ]
between Credit Suisse Group, as the company, and JPMorgan Chase Bank, N.A., as
the trustee.


 


(b)                                 Payments
under this Guarantee (other than payments upon a winding-up or dissolution, by
bankruptcy or otherwise, in Switzerland of the Guarantor) are conditional upon
the Guarantor’s not being in default in the payment of Credit Suisse Group
Senior Liabilities [and being Solvent immediately before and after the time of
payment. A certificate as to the solvency of the Guarantor by two persons, each
being a managing director, director or other authorized officer or agent of the
Guarantor or employees of the independent accountants of the Guarantor will, in
the absence of manifest error be treated and accepted by the Guarantor, the
Holders of Company Preferred Securities [if
the Trust is the Initial Holder, insert:  and if and for so long as the Initial Holder
is the Holder of the Company Preferred Securities, the Holders of the Trust
Preferred Securities] and all other interested parties as correct and
sufficient evidence thereof].


 


ARTICLE VI

TERMINATION


 


Section
6.01.                             Termination.
This Guarantee shall terminate upon, and be of no further force and effect from
the earlier of (i) full payment of the Redemption Price of all Company
Preferred Securities or purchase and cancellation of all Company Preferred
Securities, or (ii) upon full
payment of the Liquidation Distribution, plus any accumulated and unpaid


 






(2)                                  Insert “Credit Suisse Group Finance
(Delaware) LLC I”, “Credit Suisse Group Finance (Luxembourg) S.A.” or “Credit
Suisse Group Finance (Guernsey) Limited”, as applicable.


 


20

















 


Dividends thereon, plus Additional Amounts thereon, if
any, as payable upon liquidation of the Company. Notwithstanding the foregoing,
this Guarantee will continue to be effective or will be reinstated, as the case
may be, if at any time any Holder of Company Preferred Securities must return
payment of any sums paid under the Company Preferred Securities or under this
Guarantee pursuant to (i) or (ii) above.


 


ARTICLE VII

INDEMNIFICATION


 


Section 7.01.                             Exculpation.


 


(a)                                  No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Guarantor or any Covered Person for any loss, liability,
expense, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith in accordance with this
Guarantee and in a manner that such Indemnified Person reasonably believed to
be within the scope of the authority conferred on such Indemnified Person by
this Guarantee or by law, except that an Indemnified Person shall be liable for
any such loss, liability, expense, damage or claim incurred by reason of such
Indemnified Person’s negligence or willful misconduct with respect to such acts
or omissions.


 


(b)                                 An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Guarantor and upon such information, opinions, reports or
statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person’s
professional or expert competence, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Dividends to Holders of Company Preferred Securities might properly be
paid.


 


Section 7.02.                             Indemnification.
The Guarantor agrees to pay to the Guarantee Trustee from time to time such
compensation as shall be agreed to in writing between the Guarantor and the
Guarantee Trustee for all services rendered by it hereunder and to reimburse
the Guarantee Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Guarantee Trustee in
accordance with any provision of this Guarantee (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify
each Indemnified Person for, and to hold each Indemnified Person harmless
against, any and all loss, liability, damage, claim or expense (including taxes
other than taxes based on the income of any such Indemnified Person) incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses (including reasonable legal fees and expenses)
of defending itself against, or investigating, any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.


 


Promptly after receipt by
an Indemnified Person of notice of the commencement of any action, such
Indemnified Person will, if a claim in respect thereof is to be made against
the Guarantor, notify the Guarantor in writing of the commencement thereof; provided
that, failure


 


21

















 


to give such prompt notice shall not impair the
obligations of the Guarantor hereunder except to the extent that such failure
to provide notice materially prejudices the Guarantor. The Guarantor shall be
entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s
expense to represent the Indemnified Persons in any action for which
indemnification is sought; provided, however, that such counsel shall be
reasonably satisfactory to the Indemnified Persons. The Guarantor will not,
without the prior written consent of the Indemnified Persons, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought unless such settlement, compromise or consent
includes an unconditional release of each Indemnified Person from all liability
arising out of such claim, action, suit or proceeding.


 


The obligations of the
Guarantor under this Section 7.02 shall survive the termination of this
Guarantee or the earlier resignation or removal of the Guarantee Trustee.


 


ARTICLE VIII

MISCELLANEOUS


 


Section 8.01.                             Successors
and Assigns. All guarantees and agreements contained in this Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Company
Preferred Securities and, if and for so long as the Trust is the Holder of the
Company Preferred Securities, the Holders of the Trust Preferred Securities,
then outstanding.


 


Section 8.02.                             Amendments.
Except for those changes (i) required under Section 5.01(a) above, which may be
made unilaterally by the Guarantor without the consent of the Holders of the
Company Preferred Securities, or (ii) provided for in the last two sentences of
this paragraph or the penultimate paragraph of this Section 8.02, this
Guarantee may be modified by the Guarantor and the Guarantee Trustee only with
the prior approval of the Holders of not less than a Majority in liquidation
preference of the Company Preferred Securities (excluding any Company Preferred
Securities held by the Guarantor or any of its Affiliates [(other than the
Trust)] other than Company Preferred Securities purchased or acquired by the
Guarantor or its Affiliates in connection with transactions effected by or for
the account of customers of the Guarantor or any of its Affiliates in
connection with the distribution or trading of or market-making in connection
with such securities and except that persons (other than Affiliates of the
Guarantor) to whom the Guarantor or any of its subsidiaries have pledged
Company Preferred Securities may vote or consent with respect to such pledged
securities pursuant to the terms of such pledge).


 


The Guarantor and the
Guarantee Trustee may, at any time and from time to time, without the consent
of the Holders of the Company Preferred Securities, enter into one or more
agreements supplemental hereto, in form satisfactory to the Guarantee Trustee,
(i) to cure any ambiguity or correct any mistake, (ii) to correct or supplement
any provision in this Guarantee that may be defective or inconsistent with any
other provision of this Guarantee, (iii) to add to the covenants, restrictions
or obligations of the Guarantor for the benefit of the Holders of the Company
Preferred Securities or to surrender any right or power conferred upon the
Guarantor under this Guarantee, (iv) to evidence the succession of another
entity to the Guarantor and the assumption by any such successor of the
covenants of the Guarantor stated herein, (v) to modify


 


22

















 


or supplement any provision in this Guarantee to give
effect to any provision made invalid by any changes in the Investment Company
Act, the Trust Indenture Act or the rules or regulations of either such Act or
any other applicable law, (vi) to modify, eliminate and add to any provision of
this Guarantee to such extent as may be necessary or desirable, or (vii) in
connection with the creation of any series of Company Preferred Securities and
the establishment of the particular terms thereof; provided that no such
amendment made in reliance upon clause (vi) above shall have a material adverse
effect on the rights, preferences or privileges of the Holders of the Company
Preferred Securities [if the Trust is the
Initial Holder, insert:  (and
so long as the Initial Holder is the Holder of the Company Preferred
Securities, the rights, preferences or privileges of the Holders of the Trust
Preferred Securities); [provided, further that no such amendment
made in reliance upon clause (v) shall cause any provision in the Trust
Agreement to become invalid or shall have a material adverse effect on the
interests of the Holders of the Trust Preferred Securities.]  Except as provided in the preceding sentence,
Sections 4.01, 4.02, [4.07] and the form of Exhibit A may not be amended
without the prior approval of each Holder of the Company Preferred Securities.


 


Any amendment to reduce the aggregate liquidation
preference of Company Preferred Securities whose Holders must consent to an
amendment as provided in the preceding paragraph must be approved by each
Holder of Company Preferred Securities.


 


Any amendment hereof in accordance with this Section
8.02 shall be binding on all Holders of Company Preferred Securities.


 


The Guarantee Trustee shall be entitled to receive,
and shall be fully protected in relying upon, a written opinion of counsel
stating that the execution of any amendment pursuant to this Section 8.02
is authorized or permitted by this Guarantee, stating that all requisite
consents have been obtained or that no consents are required and stating that
such amendment constitutes the legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in accordance with its terms,
subject to customary exceptions. Subject to the preceding sentence, the
Guarantee Trustee shall sign such amendment if the same does not adversely
affect the rights of the Guarantee Trustee. The Guarantee Trustee may, but
shall not be obligated to, execute any such amendment that affects the
Guarantee Trustee’s own rights, duties or immunities under this Guarantee or
otherwise.


 


Section 8.03.                             Judgment
Currency Indemnity.


 


(a)                                  If,
for the purposes of obtaining judgment in any court, it is necessary to convert
an amount due from the Guarantor under any provision of this Guarantee to a
currency other than U.S. dollars, the parties agree, to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at
which in accordance with normal banking procedures JPMorgan Chase Bank, N.A.,
could purchase such other currency with U.S. dollars at its New York office on
the second Business Day preceding the day on which final judgment is given.


 


(b)                                 The
obligations of the Guarantor in respect of any amount due to the Guarantee
Trustee or any Holders under this Agreement shall, notwithstanding any judgment
in a currency other than U.S. dollars, be discharged only to the extent that on
the Business Day following receipt by the Guarantee Trustee or such Holders, as
the case may be, of any amount adjudged to be so due in such other currency the
Guarantee Trustee or such Holders, as the case may be, may in accordance with
normal banking procedures purchase U.S. dollars with such other currency.


 


(c)                                  If
the amount of U.S. dollars so purchased is less than the amount originally due
to the Guarantee Trustee or such Holders, as the case may be, in U.S. dollars,
the Guarantor agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Guarantee Trustee or such Holders, as the case may be, against such loss.


 


23

















 


(d)                                 If
the amount of dollars so purchased exceeds the amount originally due to the
Guarantee Trustee or such Holders, as the case may be, in U.S. dollars, the
Guarantee Trustee and such Holders agree to remit any remaining amount to the
Guarantor.


 


Section 8.04.                             Assignment
of the Guarantor. The Guarantor may not assign its obligations under the
Guarantee, except in the case of a merger or consolidation where the Guarantor
is not the surviving entity, or a sale, lease or other transfer of
substantially all of its assets, and then only to the entity which is the
survivor of such merger or consolidation or the purchaser in such sale and
which expressly assumes the obligations of the Guarantor hereunder.


 


Section 8.05.                             Notices.
All notices provided for in this Guarantee shall be in writing, duly signed by
the party giving such notice, and shall be delivered, telecopied or mailed by
first class mail, as follows:


 


(a)                                  If
given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set
forth below:


 


JPMorgan Chase
Bank, N.A.


4 New York Plaza


15th Floor


New York, New York
10004


Attention:
Worldwide Securities Services


 


(b)                                 If
given to the Guarantor, at the Guarantor’s mailing address set forth below (or
such other address as the Guarantor may give notice of to the Holders of the
Company Preferred Securities):


 


Credit
Suisse Group


Paradeplatz 8,
P.O. Box 1

CH 8070 Zurich, Switzerland

Attention: General Counsel


Telephone:  +41 44 212 1616


 


With copies to:


 


Cleary Gottlieb
Steen & Hamilton LLP


One Liberty Plaza


New York, New York
10006


Attention: Craig
B. Brod, David I. Gottlieb


Telephone:
212-225-2650, 212-225-2654


 


(c)                                  If
given to any Holder of Company Preferred Securities, at the address set forth
on the books and records of the Company. All such notices shall be deemed to
have been given when received in person, telecopied with receipt confirmed, or
mailed by first class mail, postage prepaid except that if a notice or other
document is refused delivery or cannot be delivered because of a changed
address of which no notice was given, such notice or other document shall be
deemed to have been delivered on the date of such refusal or inability to
deliver.


 


24

















 


Section 8.06.                             GOVERNING
LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.


 


Section 8.07.                             Submission
to Jurisdiction. Any claim or proceeding brought by the Guarantee Trustee
on behalf of Holders or a Holder to enforce the obligations of the Guarantor
hereunder shall be brought exclusively in a court of competent jurisdiction in
the State of New York. Any claim or proceeding relating to the application of
Articles II and III, and the definitions of terms as used therein, including,
without limitation, any claims, counter-claims and cross-claims asserted
against the Guarantee Trustee in connection therewith, shall be brought in a
court of competent jurisdiction in the State of New York.


 


25

















 


This GUARANTEE is executed as of the day and year
first above written.


 


	
   

  	
  CREDIT SUISSE GROUP, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK,
  N.A.

  	
   

  
	
  as Guarantee Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
								



 


26

















 


EXHIBIT A


 


[FORM OF GUARANTOR’S
CERTIFICATE]